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 the Maryland
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 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, 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