F.N.B. Corporation's Merger with BCSB Bancorp, Inc. Receives Regulatory
HERMITAGE, Pa. and BALTIMORE, Dec. 5, 2013
HERMITAGE, Pa. and BALTIMORE, Dec. 5, 2013 /PRNewswire/ --F.N.B. Corporation
(NYSE: FNB) and BCSB Bancorp, Inc. (NASDAQ: BCSB) today announced the receipt
of all required regulatory clearances for the proposed merger of F.N.B.
Corporation and BCSB Bancorp, Inc.
The Office of the Comptroller of the Currency and the Office of the
Commissioner of Financial Regulation of theMaryland Department of Labor,
Licensing and Regulation, have each approved the proposal to merge Baltimore
County Savings Bank, the bank subsidiary of BCSB Bancorp, Inc., into First
National Bank of Pennsylvania, F.N.B. Corporation's bank subsidiary, and the
Federal Reserve Bank of Cleveland has granted F.N.B. Corporation a waiver of
its merger application requirements.
BCSB Bancorp, Inc. shareholders will vote on the proposed merger at a special
meeting of the shareholders scheduled for January 29, 2014. The merger is
expected to have an effective closing date of February 14, 2014.
Vincent J. Delie, Jr., President and Chief Executive Officer of F.N.B.
Corporation stated, "We are very pleased that the proposed merger with BCSB is
going as planned. F.N.B.'s significant investments in experienced personnel
and risk management systems enable us to maintain our core competency of
merger integration. We look forward to welcoming BCSB shareholders, customers
and employees to F.N.B."
The respective Boards of Directors of BCSB Bancorp, Inc. and F.N.B.
Corporation have previously approved the Agreement and Plan of Merger between
F.N.B. Corporation and BCSB Bancorp, Inc. Additionally, as announced on June
14, 2013, 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. stock. The exchange ratio is fixed and the transaction is
expected to qualify as a tax-free exchange for shareholders of BCSB, Inc.
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 $12.8 billion 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 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".
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
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 suchas
"believe", "plan", "expect", "anticipate", "intend", "outlook", "estimate",
"forecast", "will", "should", "project", "goal", and other similar words and
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
Contact: Analysts & Institutional Investor Contact: F.N.B. Corporation,
Cynthia Christopher, firstname.lastname@example.org, 724-983-3429, 330-507-8723 (cell);
Media Contact: F.N.B. Corporation, Jennifer Reel, email@example.com,
724-983-4856, 724-699-6389 (cell)
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