HERMITAGE, Pa. and CLARKS SUMMIT, Pa., Aug. 9 /PRNewswire-FirstCall/ -- F.N.B.
Corporation (NYSE: FNB) and Comm Bancorp, Inc. (Nasdaq: CCBP)
jointly announce the signing of a definitive merger agreement
pursuant to which F.N.B. Corporation will acquire Comm Bancorp,
Inc., the Pennsylvania-based
holding company and parent of Community Bank and Trust Company, in
a stock and cash transaction valued at approximately $70 million.
(Logo: http://photos.prnewswire.com/prnh/20020329/FBANLOGO
)
(Logo:
http://www.newscom.com/cgi-bin/prnh/20020329/FBANLOGO )
The acquisition of the Clarks
Summit-headquartered bank will provide F.N.B. Corporation
with $642 million in total assets,
including $577 million in total
deposits and $465 million in loans in
15 bank branches across five counties in Northeastern Pennsylvania.
Under the terms of the merger agreement, which has been
unanimously approved by the boards of directors of both companies,
shareholders of Comm Bancorp, Inc. will be entitled to receive a
fixed exchange ratio of 3.4545 shares of F.N.B. Corporation common
stock and $10.00 in cash for each
share of Comm Bancorp, Inc.
Stephen J. Gurgovits, Chief
Executive Officer of F.N.B. Corporation, stated, "This move is a
logical step in our announced strategy to expand into Eastern Pennsylvania and in markets with
attractive demographics and long-term growth potential. The
communities served by Comm Bancorp, Inc. are very well positioned
to benefit from the major demographic and commercial trends
associated with the Marcellus Shale. In addition, Comm Bancorp,
Inc. has an established track record of profitability, rooted in
very strong local relationships and excellent customer
service."
"F.N.B.'s commitment to local communities, exceptional record of
recognized customer service and range of products and services
makes F.N.B. Corporation an ideal partner and provider for our
clients," commented William F. Farber,
Sr., President and CEO of Comm Bancorp, Inc.
F.N.B. Corporation expects the merger to be immediately
accretive to its earnings per share, excluding one-time costs.
F.N.B. Corporation and Comm Bancorp, Inc. expect to complete the
transaction in the fourth quarter of 2010, after completion of
regulatory approvals, the approval of the shareholders of Comm
Bancorp, Inc. and the satisfaction of other closing conditions.
RBC Capital Markets acted as financial advisor to F.N.B.
Corporation, and Sandler O'Neill + Partners, L.P. acted as
financial advisor to Comm Bancorp, Inc. and rendered a fairness
opinion to the Board of Directors of Comm Bancorp, Inc. in
conjunction with this transaction. Duane Morris LLP served as legal
counsel to F.N.B. Corporation and Saidis Sullivan Law served as
legal counsel to Comm Bancorp, Inc.
ADDITIONAL INFORMATION ABOUT THE MERGER
F.N.B. Corporation and Comm Bancorp, Inc. will file a proxy
statement/prospectus and other relevant documents with the SEC in
connection with the merger.
SHAREHOLDERS OF COMM 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 has 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, F.N.B. Corporation, One F.N.B.
Boulevard, Hermitage, PA 16148,
telephone: (724) 983-3317 and by Comm Bancorp, Inc. by contacting
Scott A. Seasock, Executive Vice
President, 125 North State Street, Clarks
Summit, PA 18411, telephone: (570) 586-0377.
Comm Bancorp, Inc. and its directors, executive officers and
other members of its management and employees may be deemed to be
participants in the solicitation of proxies from its shareholders
in connection with the proposed merger. Information concerning such
participants' ownership of Comm 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 $8.8
billion as of June 30, 2010.
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 and Ohio, 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 Tennessee and loan production offices in
Florida.
About Comm Bancorp, Inc.
Comm Bancorp, Inc., headquartered in Clarks Summit, PA, is a full-service financial
services company with total assets of $642
million as of June 30, 2010.
Comm Bancorp, Inc. serves the Pennsylvania counties of Lackawanna, Luzerne, Monroe, Susquehanna, Wayne and Wyoming through Community Bank and Trust
Company's 15 community-banking offices and one loan production
office. Each office, interdependent with the community, offers a
comprehensive array of financial products and services to
individuals, businesses, not-for-profit organizations and
government entities. In addition, the company engages in commercial
leasing through Community Leasing Corporation and sells insurance
and asset management services through Comm Financial Services.
Forward-looking Statements
This joint press release of F.N.B. Corporation and Comm Bancorp,
Inc. and the reports F.N.B. Corporation and Comm Bancorp, Inc. file
with the Securities and Exchange Commission often contain
"forward-looking statements" 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 Comm Bancorp, Inc. These forward-looking statements involve
certain risks and uncertainties. There are a number of important
factors that could cause F.N.B. Corporation's and Comm Bancorp,
Inc.'s future results to differ materially from historical
performance or projected performance. These factors include, but
are not limited to: (1) a significant increase in competitive
pressures among financial institutions; (2) changes in the interest
rate environment that may reduce net interest margins; (3) changes
in prepayment speeds, loan sale volumes, charge-offs and loan loss
provisions; (4) general economic conditions; (5) various monetary
and fiscal policies and regulations of the U.S. Government that may
adversely affect the businesses in which F.N.B. Corporation and
Comm Bancorp, Inc. are engaged; (6) technological issues which may
adversely affect F.N.B. Corporation's and Comm Bancorp, Inc.'s
financial operations or customers; (7) changes in the securities
markets; (8) risk factors mentioned in the reports and registration
statements F.N.B. Corporation and Comm Bancorp, Inc. file with the
Securities and Exchange Commission; (9) housing prices; (10) job
markets; (11) consumer confidence and spending habits or (12)
estimates of fair value of certain F.N.B. Corporation and Comm
Bancorp, Inc. assets and liabilities. F.N.B. Corporation and Comm
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
Copyright g. 9 PR Newswire