F.N.B. Corporation Expands Franchise with Acquisition of Annapolis Bancorp,
HERMITAGE, Pa. and ANNAPOLIS, Md., Oct. 22, 2012
HERMITAGE, Pa. and ANNAPOLIS, Md., Oct. 22, 2012 /PRNewswire/ -- F.N.B.
Corporation (NYSE: FNB) and Annapolis Bancorp, Inc. (NASDAQ: ANNB) jointly
announce the signing of a definitive merger agreement pursuant to which F.N.B.
Corporation will acquire Annapolis Bancorp, Inc., the Annapolis-based holding
company and parent of BankAnnapolis, in an all stock transaction valued at
approximately $12.09 per share, or $51 million in the aggregate using the
closing stock price as of Friday, October 19, 2012.
The acquisition of the Annapolis-based bank will provide F.N.B. Corporation
with $437 million in total assets, including $343 million in total deposits,
$297 million in loans and 8 banking offices in Anne Arundel and Queen Anne's
counties, Maryland. The transaction will create a four-state banking presence
for F.N.B. Corporation, which will have $12.2 billion in assets.
Under the terms of the merger agreement, which has been approved by the boards
of directors of both companies, shareholders of Annapolis Bancorp, Inc. will
be entitled to receive 1.143 shares of F.N.B. Corporation common stock for
each share of Annapolis Bancorp, Inc. stock. The exchange ratio is fixed and
the transaction is expected to qualify as a tax-free exchange for shareholders
of Annapolis Bancorp, Inc. A cash credit-related adjustment provides that
shareholders of Annapolis Bancorp, Inc. may receive up to an additional $0.36
per share in cash for each share of Annapolis Bancorp, Inc. stock they own,
dependent on Annapolis Bancorp, Inc.'s ability to resolve an agreed-upon
"This transaction is an attractive market entry opportunity and is consistent
with our expansion strategy," said Vincent J. Delie, Jr., President and Chief
Executive Officer of F.N.B. Corporation. "The favorable demographics and
long-term growth potential of Annapolis Bancorp's core markets, as well as
additional opportunities in the greater Baltimore and Washington D.C. areas,
provide a compelling platform to leverage our successful business model."
Delie continues, "In addition, Annapolis Bancorp is a well-established,
respected institution with very strong local relationships and an excellent
customer service culture."
"Comprehensive and competitive financial products, a proven commitment to
local communities and an outstanding record of shareholder value creation are
just a few reasons why F.N.B. is an ideal partner for our shareholders,
customers, employees and the communities we serve. We are confident that they
will all benefit immensely from this combination," said Richard M. Lerner,
Chairman and Chief Executive Officer of Annapolis Bancorp, Inc. and
F.N.B. Corporation expects the merger to be highly accretive on a marginal
basis to its earnings per share and 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.
F.N.B. Corporation and Annapolis Bancorp, Inc. expect to complete the
transaction in April 2013, after satisfaction of customary closing conditions,
including regulatory approvals and the approval of the shareholders of
Annapolis Bancorp, Inc. Subject to the receipt of requisite approvals, it is
expected that Annapolis Bancorp, Inc. will redeem all of its preferred stock
held by the U.S. Treasury under the Capital Purchase Program prior to closing
or it will be extinguished upon closing of the merger.
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 Annapolis
Bancorp, Inc. and rendered a fairness opinion to the Board of Directors of
Annapolis Bancorp, Inc. in conjunction with this transaction. Reed Smith LLP
served as legal counsel to F.N.B. Corporation and Patton Boggs LLP served as
legal counsel to Annapolis 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.
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 relating to the merger.
SHAREHOLDERS OF ANNAPOLIS 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 Annapolis 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 Annapolis Bancorp, Inc. has filed with the SEC by contacting
Edward J. Schneider, Chief Financial Officer, Annapolis Bancorp, Inc., 1000
Bestgate Road, Suite 400, Annapolis, MD 21401, telephone: (410) 224-4455.
F.N.B. Corporation and Annapolis Bancorp, Inc. and certain of their directors
and executive officers may be deemed to be participants in the solicitation of
proxies from Annapolis Bancorp, Inc. shareholders in connection with the
proposed merger. Information concerning such participants' ownership of
Annapolis Bancorp, Inc. common stock 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, headquartered in Hermitage, PA, is a diversified financial
services company with total assets of $11.8 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,
Ohio and West Virginia, 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.
About Annapolis Bancorp, Inc.
Annapolis Bancorp, Inc. is the holding company for BankAnnapolis (the Bank), a
federally insured, community-oriented bank, and the only independent
commercial bank headquartered in Annapolis, Maryland. The Bank operates as a
full-service commercial bank from its headquarters in Annapolis and its seven
branches located in Anne Arundel County, Maryland, and one branch located on
Kent Island in Queen Anne's County, Maryland.
This joint press release of F.N.B. Corporation and Annapolis 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 Annapolis 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 Annapolis 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 Annapolis Bancorp,
Inc. shareholders, on the expected terms and schedule; delay in closing the
Merger; difficulties experienced by F.N.B. Corporation in expanding into a new
market area, including retention of customers and key personnel of Annapolis
Bancorp, Inc. and its subsidiary BankAnnapolis; difficulties and delays in
integrating the F.N.B. Corporation and Annapolis 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 Annapolis 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
Contact: Analyst/Institutional Investor, Cynthia Christopher, F.N.B.
Corporation, +1-724-983-3429, +1-724-815-3926 (cell), firstname.lastname@example.org;
Media, Jennifer Reel, F.N.B. Corporation, +1-724-983-4856, +1-724-699-6389
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