UPDATE: FNB to Purchase Metro Bancorp for $32.72/Share in All-Stock Deal

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F.N.B. Corporation ("FNB")
FNB
and Metro Bancorp, Inc. ("Metro")
METR
today jointly announced the signing of a definitive merger agreement pursuant to which F.N.B. Corporation will acquire Metro Bancorp, Inc., the holding company and parent of Metro Bank, in an all stock transaction valued at approximately $32.72 per share, or $474 million in the aggregate, using the closing stock price of FNB as of Monday, August 3, 2015. The acquisition of the Harrisburg-based bank will provide FNB with approximately $3.0 billion in total assets, including $2.4 billion in total deposits, $2.1 billion in total loans and 32 banking offices located in the Harrisburg, York, Lancaster, Reading and Lebanon MSAs. The transaction will enhance FNB's distribution and scale across Central Pennsylvania and strengthen its position as the largest Pennsylvania-based regional bank, moving its state deposit market share rank to a top five position. With the acquisition of Metro, FNB will have $19.6 billion in assets, including $14.7 billion in total deposits, $13.7 billion in total loans and more than 300 full service banking offices. Under the terms of the merger agreement, which has been approved by the board of directors of each company, shareholders of Metro will be entitled to receive 2.373 shares of FNB common stock for each common share of Metro. The exchange ratio is fixed and the transaction is expected to qualify as a tax-free exchange for shareholders of Metro. "We are very excited about this transaction and the significant scale it adds to our franchise in Central Pennsylvania," said Vincent J. Delie, Jr., President and Chief Executive Officer of F.N.B. Corporation. "These markets have attractive demographics with tremendous revenue potential given the number of retail and commercial prospects. The meaningful size of this transaction will allow FNB to leverage the significant infrastructure investments we have made in the expansion of our product offerings and risk management systems. Additionally, Metro is a well-established institution with an excellent customer service culture and an attractive deposit base with modern branches in prime locations." "We are enthused about our announced merger with FNB," said Metro Bancorp Chairman and CEO Gary Nalbandian. "The combination is a tremendous opportunity for everyone involved with Metro. It will deliver significant value to Metro shareholders and an opportunity for our employees and customers to partner with one of Pennsylvania's fastest growing and best performing banks. FNB has tremendous financial strength, considerable resources and capabilities and values that are very similar to ours." Upon consummation of the merger, FNB will appoint one current Metro Director to its Board of Directors. The transaction meets all of FNB's prescribed acquisition criteria including strong earnings per share accretion in the first full year of 4% on a GAAP basis and 6% on a cash basis, and an internal rate of return on capital invested of more than 20%. Tangible book value per common share is expected to be diluted by approximately 3% at closing supported by an earnback period of just under five years using the crossover method and less than 5 months on a pro forma earnings basis. FNB and Metro expect to complete the transaction in the first quarter of 2016 after satisfaction of customary closing conditions, including regulatory approvals and the approval of the FNB and Metro shareholders. As is customary for FNB, the operations of Metro are expected to be fully integrated into FNB as of the transaction close date. RBC Capital Markets, LLC acted as lead financial advisor to FNB and Griffin Financial Group LLC rendered a fairness opinion to the Board of Directors of FNB. Sandler O'Neill & Partners LP acted as financial advisor to Metro and rendered a fairness opinion to the Board of Directors of Metro. Reed Smith LLP served as legal counsel to FNB and Mette, Evans & Woodside and Sullivan & Cromwell LLP served as legal counsel to Metro. An investor presentation will be available through the "About Us" section of FNB's website at www.fnbcorporation.com and clicking on the "Investor Relations & Shareholder Services" tab or on the SEC's website at www.sec.gov. CONFERENCE CALL F.N.B. Corporation will host a conference call to discuss the transaction on Tuesday, August 4, 2015, at 2:00 PM EDT. Participating callers may access the call by dialing 1-866-652-5200 or 1-412-317-6060 for international callers. The related investor presentation and listen-only audio webcast may be accessed through the "About Us" section of FNB's website at www.fnbcorporation.com and clicking on the "Investor Relations & Shareholder Services" tab. A replay of the call will be available from shortly after the call until midnight EDT on Tuesday, August 11, 2015. The replay is accessible by dialing 1-877-344-7529 or 1-412-317-0088 for international callers; the access code is 10070411. The call transcript and webcast will be available on the "About Us" section of FNB Corporation's website at www.fnbcorporation.com and clicking on the "Investor Relations & Shareholder Services" tab.
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