F.N.B. Corporation Receives Regulatory Approval for Metro Bancorp Merger

F.N.B. Corporation ("FNB")

today announced the receipt of all required federal regulatory clearances for its proposed merger of Metro Bancorp, Inc. ("Metro")

. The Office of the Comptroller of the Currency has approved the proposal to merge Metro Bank, the bank subsidiary of Metro, into First National Bank of Pennsylvania, FNB's bank subsidiary, subject to the standard waiting period prescribed under the federal banking laws. The Federal Reserve Bank of Cleveland has granted FNB an exemption from its merger application requirement regarding the merger of the banks' parent companies, Metro Bancorp, Inc., into F.N.B. Corporation. The proposed merger is subject to the vote of the FNB and Metro shareholders at their respective special shareholders meetings scheduled for January 14, 2016. In addition, the transaction, which remains subject to approval by the Pennsylvania Department of Banking and Securities and the satisfaction of other customary conditions to closing, is expected to be completed on or about February 12, 2016. Vincent J. Delie, Jr., President and Chief Executive Officer of FNB and First National Bank, said, "We are pleased with the receipt of these important federal regulatory approvals which enables FNB to proceed with the proposed merger with Metro as planned. Our continuous investment in our risk management function, which includes experienced personnel and integrated systems, makes FNB a proven leader in merger integration, and we look forward to welcoming Metro shareholders, clients and employees." The respective Boards of Directors of Metro and FNB have previously approved the agreement and Plan of Merger between FNB and Metro. Additionally, as announced on August 4, 2015, shareholders of Metro will 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.