HERMITAGE, Pa. and BALTIMORE, June 14,
2013 /PRNewswire/ -- F.N.B. Corporation (NYSE: FNB) and
BCSB Bancorp, Inc. (NASDAQ: BCSB) jointly announce the signing of a
definitive merger agreement pursuant to which F.N.B. Corporation
will acquire BCSB Bancorp, Inc., the Baltimore-based holding company and parent of
Baltimore County Savings Bank, in an all stock transaction valued
at approximately $23.77 per share, or
$79 million in the aggregate using
the closing stock price of F.N.B. Corporation as of Thursday June 13, 2013.
The acquisition of the Baltimore-based bank will provide F.N.B.
Corporation with an additional $640
million in total assets, including $560 million in total deposits, $320 million in loans and 16 banking offices in
the greater Baltimore, Maryland
area. The transaction will expand F.N.B. Corporation's presence in
the Baltimore metropolitan
statistical area (MSA) and result in a top ten deposit market share
position with just under $1.0 billion
in total pro-forma deposits and 24 total branch locations.
Under the terms of the merger agreement, which has been approved
by the boards of directors of both companies, shareholders of BCSB
Bancorp, Inc. will be entitled to receive 2.08 shares of F.N.B.
Corporation common stock for each common share of BCSB Bancorp,
Inc. The exchange ratio is fixed and the transaction is expected to
qualify as a tax-free exchange for shareholders of BCSB Bancorp,
Inc.
"This is a great opportunity to expand our existing presence in
the Maryland market. In the span
of twelve months, FNB has achieved a top deposit market share
position in another one of the nation's 25 largest MSAs," said
Vincent J. Delie, Jr., President and
Chief Executive Officer of F.N.B. Corporation. "Since entering the
market earlier this year, I have been very pleased with our success
in attracting experienced commercial bankers with well-established
customer relationships. The addition of Baltimore County will further enable FNB to
leverage these recent hires through expanded market coverage in
Baltimore and the surrounding
suburbs".
"We are excited to join the FNB team. FNB's diverse product set,
commitment to local communities and outstanding record of
shareholder value creation make it the best partner for our
shareholders, customers, employees and communities we serve," said
Joseph J. Bouffard, President and
Chief Executive Officer of BCSB Bancorp, Inc. and Baltimore County
Savings Bank.
F.N.B. Corporation expects the merger to be slightly accretive
to earnings per share in the first full year (excluding one-time
costs). Additionally, the transaction is expected to be neutral to
F.N.B. Corporation's tangible book value per share with a strong
internal rate of return.
F.N.B. Corporation and BCSB Bancorp, Inc. expect to complete the
transaction in the first quarter of 2014, after satisfaction of
customary closing conditions, including regulatory approvals and
the approval of the shareholders of BCSB Bancorp, Inc.
RBC Capital Markets, LLC acted as financial advisor to F.N.B.
Corporation, and Sandler O'Neill + Partners L.P. acted as financial
advisor to BCSB Bancorp, Inc. and rendered a fairness opinion to
the Board of Directors of BCSB Bancorp, Inc. in conjunction with
this transaction. Reed Smith LLP served as legal counsel to F.N.B.
Corporation and Kilpatrick Townsend
& Stockton LLP served as legal counsel to BCSB Bancorp,
Inc.
An investor presentation will be available through the
"Shareholder and Investor Relations" section of F.N.B.'s Web site
at www.fnbcorporation.com or on the SEC's website at
www.sec.gov.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND
IT
F.N.B. Corporation will file a registration statement on Form
S-4 with the SEC. The registration statement will include a proxy
statement/prospectus and other relevant documents with the SEC in
connection with the merger.
SHAREHOLDERS OF BCSB BANCORP, INC. ARE ADVISED TO READ THE PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
The proxy statement/prospectus and other relevant materials
(when they become available), and any other documents F.N.B.
Corporation and BCSB Bancorp, Inc. have filed with the SEC, may be
obtained free of charge at the SEC's website at www.sec.gov. In
addition, investors and security holders may obtain free copies of
the documents F.N.B. Corporation has filed with the SEC by
contacting James Orie, Chief Legal
Officer, F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, PA 16148, telephone: (724) 983-3317
and free copies of the documents BCSB Bancorp, Inc. has filed with
the SEC by contacting Joseph J.
Bouffard, President and Chief Executive Officer, BCSB
Bancorp, Inc., 4111 East Joppa Road, Baltimore, MD 21236, telephone: (410)
256-5000.
F.N.B. Corporation and BCSB Bancorp, Inc. and certain of their
directors and executive officers may be deemed to be participants
in the solicitation of proxies from BCSB Bancorp, Inc. shareholders
in connection with the proposed merger. Information concerning such
participants' ownership of BCSB Bancorp, Inc. common shares will be
set forth in the proxy statement/prospectus relating to the merger
when it becomes available. This communication does not constitute
an offer of any securities for sale.
About F.N.B. Corporation
F.N.B. Corporation (NYSE: FNB), headquartered in Hermitage, Pennsylvania, is a regional
diversified financial services company operating in six states and
three major metropolitan areas including Pittsburgh, PA, where it holds the number
three retail deposit market share, Baltimore, MD, and Cleveland, OH. The Company has total assets of
$12.4 billion (including the recently
completed acquisition of Annapolis Bancorp, Inc.) and more than 250
banking offices throughout Pennsylvania, Ohio, West
Virginia and Maryland.
F.N.B. provides a full range of commercial banking, consumer
banking and wealth management solutions through its subsidiary
network which is led by its largest affiliate, First National Bank
of Pennsylvania. Commercial
banking solutions include corporate banking, small business
banking, investment real estate financing, asset based lending,
capital markets and lease financing. The consumer banking segment
provides a full line of consumer banking products and services
including deposit products, mortgage lending, consumer lending and
a complete suite of mobile and online banking services. F.N.B.'s
wealth management services include trust, asset management, private
banking and insurance. The Company also operates Regency Finance
Company, which has more than 70 consumer finance offices in
Pennsylvania, Ohio, Kentucky and Tennessee.
The common stock of F.N.B. Corporation trades on the New York
Stock Exchange under the symbol "FNB" and is included in Standard
& Poor's SmallCap 600 Index with the Global Industry
Classification Standard (GICS) Regional Banks Sub-Industry Index.
Customers, shareholders and investors can learn more about the
strength of this regional financial institution by visiting the
F.N.B. Corporation web site at www.fnbcorporation.com.
About BCSB Bancorp, Inc.
BCSB Bancorp, Inc. serves as the holding company for its wholly
owned subsidiary, Baltimore County Savings Bank, which has 16
banking offices throughout the Greater
Baltimore area. The common stock of BCSB Bancorp, Inc. is
traded under the trading symbol "BCSB" on the NASDAQ National
Market System.
Forward-looking Statements
This joint press release of F.N.B. Corporation and BCSB Bancorp,
Inc. contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act, relating to present
or future trends or factors affecting the banking industry and,
specifically, the financial operations, markets and products of
F.N.B. Corporation and BCSB Bancorp, Inc. Forward-looking
statements are typically identified by words such as "believe",
"plan", "expect", "anticipate", "intend", "outlook", "estimate",
"forecast", "will", "should", "project", "goal", and other similar
words and expressions. These forward-looking statements involve
certain risks and uncertainties. In addition to factors previously
disclosed in F.N.B. Corporation and BCSB Bancorp, Inc. reports
filed with the SEC and those identified elsewhere in this filing,
the following factors among others, could cause actual results to
differ materially from forward-looking statements or historical
performance: ability to obtain regulatory approvals and meet other
closing conditions to the Merger, including approval by BCSB
Bancorp, Inc. shareholders, on the expected terms and schedule;
delay in closing the Merger; difficulties and delays in integrating
the F.N.B. Corporation and BCSB Bancorp, Inc. businesses or fully
realizing cost savings and other benefits; business disruption
following the Merger; changes in asset quality and credit risk; the
inability to sustain revenue and earnings growth; changes in
interest rates and capital markets; inflation; customer acceptance
of F.N.B. Corporation products and services; customer borrowing,
repayment, investment and deposit practices; customer
disintermediation; the introduction, withdrawal, success and timing
of business initiatives; competitive conditions; the inability to
realize cost savings or revenues or to implement integration plans
and other consequences associated with mergers, acquisitions and
divestitures; economic conditions; and the impact, extent and
timing of technological changes, capital management activities, and
other actions of the Federal Reserve Board and legislative and
regulatory actions and reforms. F.N.B. Corporation and BCSB
Bancorp, Inc. undertake no obligation to revise these
forward-looking statements or to reflect events or circumstances
after the date of this press release.
SOURCE F.N.B. Corporation