HERMITAGE, Pa. and MONROEVILLE, Pa., Dec.
16, 2011 /PRNewswire/ -- F.N.B. Corporation (NYSE: FNB) and
Parkvale Financial Corporation (NASDAQ: PVSA) today announced that
the shareholders of Parkvale Financial Corporation have approved
the Agreement and Plan of Merger between F.N.B. Corporation and
Parkvale Financial Corporation.
As announced previously on June 15,
2011, and as approved by the boards of directors of both
companies, shareholders of Parkvale Financial Corporation will be
entitled to receive 2.178 shares of F.N.B. Corporation common stock
for each share of Parkvale Financial Corporation common stock. The
exchange ratio is fixed and is expected to be a tax-free exchange
for shareholders of Parkvale Financial Corporation.
As of December 12, 2011, all
regulatory approvals were received, and F.N.B. Corporation and
Parkvale Financial Corporation expect the merger to have an
effective closing date of January 1,
2012.
About F.N.B. Corporation
F.N.B. Corporation, headquartered in Hermitage, PA, is a diversified financial
services company with total assets of $9.95
billion. F.N.B. Corporation is a leading provider of
commercial and retail banking, leasing, wealth management,
insurance, merchant banking and consumer finance services in
Pennsylvania and Ohio, where it owns and operates First
National Bank of Pennsylvania,
First National Trust Company, First National Investment Services
Company, LLC, F.N.B. Investment Advisors, Inc., First National
Insurance Agency, LLC, F.N.B. Capital Corporation, LLC, Regency
Finance Company and F.N.B. Commercial Leasing. It also operates
consumer finance offices in 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. Investor information is available on F.N.B.
Corporation's Web site at www.fnbcorporation.com.
About Parkvale Financial Corporation
Parkvale Financial Corporation, headquartered in
Monroeville, PA, conducts business
in the greater Tri-State area through 47 full-service offices, with
40 offices in Allegheny,
Beaver, Butler, Fayette, Washington and Westmoreland Counties in Pennsylvania, two branches in West Virginia and five branches in
Ohio. With total assets of
$1.8 billion at September 30, 2011, Parkvale was the eighth
largest financial institution headquartered in the Pittsburgh metropolitan area and eighth
largest financial institution with a significant presence in
Western Pennsylvania.
Forward-looking Statements
This joint press release of F.N.B. Corporation and Parkvale
Financial Corporation and the reports F.N.B. Corporation and
Parkvale Financial Corporation file with the Securities and
Exchange Commission often contain "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 Parkvale Financial
Corporation. 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.
There are a number of important factors that could cause F.N.B.
Corporation's and Parkvale Financial Corporation's future results
to differ materially from historical performance or projected
performance. These factors include, but are not limited to: (1) a
significant increase in competitive pressures among financial
institutions; (2) changes in the interest rate environment that may
reduce net interest margins; (3) changes in prepayment speeds, loan
sale volumes, charge-offs and loan loss provisions; (4) general
economic conditions; (5) various monetary and fiscal policies and
regulations of the U.S. Government that may adversely affect the
businesses in which F.N.B. Corporation and Parkvale Financial
Corporation are engaged; (6) technological issues which may
adversely affect F.N.B. Corporation's and Parkvale Financial
Corporation's financial operations or customers; (7) changes in the
securities markets; (8) risk factors mentioned in the reports and
registration statements F.N.B. Corporation and Parkvale Financial
Corporation file with the Securities and Exchange Commission; (9)
housing prices; (10) job markets; (11) consumer confidence and
spending habits or (12) estimates of fair value of certain F.N.B.
Corporation and Parkvale Financial Corporation assets and
liabilities. F.N.B. Corporation and Parkvale Financial Corporation
undertake no obligation to revise these forward-looking statements
or to reflect events or circumstances after the date of this press
release.
Additional Information About the Merger and Where to Find
It
In connection with the proposed merger, F.N.B. Corporation
filed a Registration Statement on Form S-4 (Registration No.
333-177050) (the "Registration Statement") with the Securities and
Exchange Commission ("SEC") on November 3,
2011, which was declared effective by the SEC on
November 7, 2011. The
Registration Statement includes the definitive proxy statement of
Parkvale Financial Corporation, the prospectus of F.N.B.
Corporation and other documents relating to the merger.
Investors and security holders are urged to read the Registration
Statement, along with any other relevant documents filed with the
SEC, including any amendments or supplements, because those
documents do and will contain important information.
The Registration Statement and other relevant materials, and any
other documents F.N.B. Corporation has filed with the SEC, may be
obtained free of charge from 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 David B.
Mogle, Corporate Secretary, F.N.B. Corporation, One F.N.B.
Boulevard, Hermitage, PA 16148,
telephone: (724) 983-3431, and free copies of the documents that
Parkvale Financial Corporation has filed with the SEC by contacting
Gilbert A. Riazzi, Chief Financial
Officer, 4220 William Penn Highway, Monroeville, PA 15146, telephone: (412)
373-4804.
SOURCE F.N.B. Corporation