HERMITAGE, Pa. and BALTIMORE, Jan. 29, 2014 /PRNewswire/
-- F.N.B. Corporation (NYSE: FNB) and BCSB Bancorp, Inc.
(NASDAQ: BCSB) today announced that, at a special meeting, the
shareholders of BCSB Bancorp, Inc. have approved the Agreement and
Plan of Merger between F.N.B. Corporation and BCSB Bancorp,
Inc.
As announced previously on June 14,
2013, and as 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, Inc.
As of December 5, 2013, all
regulatory approvals were received, and F.N.B. Corporation and BCSB
Bancorp, Inc. expect the merger to have an effective closing date
of February 15, 2014.
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
$13.6 billion and more than 265
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 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 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 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