PITTSBURGH, Oct. 26, 2021 /PRNewswire/ -- F.N.B.
Corporation (NYSE: FNB) announced it has received all regulatory
clearances for its proposed merger with Howard Bancorp, Inc.
(Howard) (NASDAQ: HBMD).
The Board of Governors of the Federal Reserve System, the Office
of the Comptroller of the Currency (OCC) and the Maryland Office of
the Commissioner of Financial Regulation have provided final
clearance for the pending FNB-Howard merger as well as the merger
of Howard's bank subsidiary, Howard
Bank, into FNB's bank subsidiary, First National Bank of
Pennsylvania.
The merger between FNB and Howard will further strengthen FNB's
presence in its Mid-Atlantic Region, with the combined organization
projected to assume the sixth largest deposit share position in
Baltimore, MD. FNB continues to
expect the merger to be 4 percent accretive to earnings per share
with fully phased-in cost savings on a GAAP basis and expects the
merger to enhance FNB's profitability metrics. Additionally, FNB
anticipates the tangible book value per common share impact to be
minimal and expects the CET1 ratio to remain unchanged on a pro
forma basis at closing.
The completion of the merger remains subject to the satisfaction
of certain routine and customary closing conditions and approval by
Howard stockholders, who will vote on the proposed merger at a
special meeting scheduled for November 9,
2021.
The respective Boards of Directors of Howard and FNB have
previously approved the agreement and Plan of Merger between FNB
and Howard. As announced on July 13,
2021, Howard stockholders will be entitled to receive 1.8
shares of FNB common stock for each share of Howard common stock
they own. The exchange ratio is fixed, and the transaction is
expected to qualify as a tax-free exchange for Howard's
stockholders.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND
IT
FNB has filed a Registration Statement on Form S-4 with the SEC,
which constitutes a proxy statement of Howard and a prospectus of
FNB in connection with the proposed merger, referred to as a proxy
statement/prospectus, as well as other relevant documents related
to the proposed transaction. The proxy statement/prospectus, which
has been furnished by Howard to its stockholders, contains
important information about FNB, Howard, the proposed merger and
related matters.
INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE
PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER 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.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such jurisdiction.
The proxy statement/prospectus and other relevant materials, and
any other documents FNB and Howard 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 FNB has filed with the SEC by contacting James Orie, Chief Legal Officer, F.N.B.
Corporation, One North Shore Center, Pittsburgh, PA 15212, telephone: (724)
983-3317; and may obtain free copies of the documents Howard has
filed with the SEC by contacting Joseph
Howard, Chief Legal Officer, Howard
Bancorp, Inc., 3301 Boston Street, Baltimore, MD 21224, telephone: (443)
573-2664.
Participants in the Solicitation
FNB and Howard and
certain of their directors and executive officers may be deemed to
be participants in the solicitation of proxies from Howard's
stockholders in connection with the proposed merger. Information
regarding FNB's directors and executive officers is contained in
FNB's Proxy Statement on Schedule 14A, dated March 26, 2021, and in certain of its Current
Reports on Form 8-K, which are filed with the SEC. Information
regarding Howard's directors and executive officers is contained in
Howard's Proxy Statement on Schedule 14A, dated April 13,
2021, and in certain of its Current Reports on Form 8-K, which are
filed with the SEC. Additional information regarding the interests
of those participants and other persons who may be deemed
participants in the transaction may be obtained by reading the
Proxy Statement/Prospectus regarding the proposed merger. Free
copies of these documents may be obtained as described in the
preceding paragraph.
About F.N.B. Corporation
F.N.B. Corporation (NYSE:
FNB), headquartered in Pittsburgh,
Pennsylvania, is a diversified financial services company
operating in seven states and the District of Columbia. FNB's market coverage
spans several major metropolitan areas including: Pittsburgh, Pennsylvania; Baltimore, Maryland; Cleveland, Ohio; Washington, D.C.; and Charlotte, Raleigh, Durham and the Piedmont Triad (Winston-Salem, Greensboro and High
Point) in North Carolina.
The Company has total assets of more than $39 billion and more than 330 banking offices
throughout Pennsylvania,
Ohio, Maryland, West
Virginia, North Carolina,
South Carolina, Washington, D.C. and Virginia.
FNB 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, founded in 1864.
Commercial banking solutions include corporate banking, small
business banking, investment real estate financing, government
banking, business credit, 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. FNB's wealth management services include asset
management, private banking and insurance.
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 MidCap 400 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 website at www.fnbcorporation.com.
About Howard Bancorp, Inc.
Howard Bancorp, Inc.
is the parent company of Howard
Bank, a Maryland-chartered
trust company operating as a commercial bank. Headquartered in
Baltimore City, Maryland,
Howard Bank operates a general
commercial banking business through its 13 branches located
throughout the Greater Baltimore
Metropolitan Area. Additional information about Howard Bancorp,
Inc. and Howard Bank is available on
its website at www.HowardBank.com.
Cautionary Statement Regarding Forward-Looking
Information
This press release contains "forward-looking
statements" within the meaning of the Private
Securities Litigation Reform Act. These forward-looking
statements include, but are not limited to, statements regarding
the outlook and expectations of FNB and Howard with respect to
their planned merger, the strategic benefits and financial benefits
of the merger, including the expected impact of the transaction on
the combined company's future financial performance (including
anticipated accretion to earnings per share and other metrics), and
the timing of the closing of the transaction.
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.
Forward-looking statements are subject to risks,
uncertainties and assumptions which may change over time or as a
result of unforeseen circumstances. Future events or circumstances
may change expectations or outlook and may affect the nature of the
assumptions, risks and uncertainties to which forward-looking
statements are subject. The forward-looking statements in this
press release pertain only to the date of this press release, and
FNB disclaims any obligation to update or revise any
forward-looking statements, except as required by law. Actual
results or future events may differ, possibly materially, from
those that are anticipated in these forward-looking statements.
Accordingly, we caution against placing undue reliance on any
forward-looking statements.
Forward-looking statements contained in this press release are
subject to, among others, the following risks, uncertainties and
assumptions:
- The possibility that the anticipated benefits of the
transaction, including anticipated cost savings and strategic
gains, are not realized when expected or at all, including as a
result of the impact of, or problems arising from, the integration
of the two companies or as a result of the strength of the economy,
competitive factors in the areas where FNB and Howard do business,
or as a result of other unexpected factors or events;
- Completion of the transaction is dependent on the satisfaction
of customary closing conditions, including approval by Howard
stockholders, which cannot be assured, and the timing and
completion of the transaction is dependent on various factors that
cannot be predicted with precision at this point;
- The occurrence of any event, change or other circumstances that
could give rise to the right of one or both of the parties to
terminate the merger agreement;
- Potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or
completion of the transaction;
- The outcome of any legal proceedings that may be instituted
against FNB or Howard;
- Subsequent federal legislative and regulatory actions and
reforms affecting the financial institutions' industry may
substantially impact the economic benefits of the proposed
merger;
- Unanticipated challenges or delays in the integration of
Howard's business into FNB's and or the conversion of Howard's
technology systems and customer data may significantly increase the
expense associated with the transaction; and
- Other factors that may affect future results of FNB and Howard,
including changes in asset quality and credit risk; the inability
to sustain revenue and earnings growth; changes in interest rates
and capital markets; inflation; customer borrowing, repayment,
investment and deposit practices; 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.
These forward-looking statements are also subject to the
principal risks and uncertainties applicable to FNB's and Howard's
respective businesses and activities generally that are disclosed
in FNB's 2020 Annual Report on Form 10-K and in other documents FNB
files with the SEC, and in Howard's 2020 Annual Report on Form 10-K
and in other documents Howard files with the SEC. FNB's and
Howard's SEC filings are accessible on the SEC website at
www.sec.gov.
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SOURCE F.N.B. Corporation