HERMITAGE, Pa. and SOLON, Ohio, Feb. 19,
2013 /PRNewswire/ -- F.N.B. Corporation (NYSE: FNB) and PVF
Capital Corp. (NASDAQ: PVFC) jointly announce the signing of a
definitive merger agreement pursuant to which F.N.B. Corporation
will acquire PVF Capital Corp., the Solon-based holding company and parent of Park
View Federal Savings Bank, in an all stock transaction valued at
approximately $3.98 per share, or
$106.4 million in the aggregate using
the 20-day trailing stock price of F.N.B. Corporation as of
Friday, February 15, 2013.
The acquisition of PVF Capital Corp. will provide F.N.B.
Corporation with an additional $782
million in total assets, $634
million in total deposits, $600
million in gross loans and 16 banking offices in the
Greater Cleveland, Ohio area. As a
result of the transaction, F.N.B. Corporation will expand its
Cleveland presence and have a top
fifteen deposit market share in the Cleveland, Ohio metropolitan statistical
area.
Under the terms of the merger agreement, which has been approved
by the boards of directors of both companies, shareholders of PVF
Capital Corp. will be entitled to receive 0.3405 shares of F.N.B.
Corporation common stock for each common share of PVF Capital Corp.
The exchange ratio is fixed and the transaction is expected to
qualify as a tax-free exchange for shareholders of PVF Capital
Corp.
"We are excited to expand our presence in the Cleveland market. Cleveland's close proximity to FNB's existing
footprint and the opportunities the market offers make this
transaction very attractive," said Vincent
J. Delie, Jr., President and Chief Executive Officer of
F.N.B. Corporation. "With the addition of Park View, we believe we have significantly
enhanced our ability to pursue commercial and consumer prospects in
the greater Cleveland market and
are looking forward to building our new partnership."
"We are extremely pleased to join the FNB team," said
Robert J. King, Jr., President and
Chief Executive Officer of PVF Capital Corp. "This
transaction delivers significant value to our shareholders,
customers and employees. FNB has a reputation for offering a
diverse product set, serving its local communities and delivering
attractive shareholder returns."
F.N.B. Corporation expects the merger to be immediately
accretive to earnings per share (excluding one-time costs).
Additionally, the transaction is expected to be accretive to F.N.B.
Corporation's tangible book value per share with a strong internal
rate of return.
F.N.B. Corporation and PVF Capital Corp. expect to complete the
transaction in the third quarter of 2013, after satisfaction of
customary closing conditions, including regulatory approvals and
the approval of the shareholders of PVF Capital Corp.
Keefe, Bruyette & Woods, Inc. acted as financial advisor to
F.N.B. Corporation, and Sandler O'Neill + Partners, L.P. acted as
financial advisor to PVF Capital Corp. and rendered a fairness
opinion to the Board of Directors of PVF Capital Corp. in
conjunction with this transaction. Reed Smith LLP served as legal
counsel to F.N.B. Corporation and Vorys, Sater, Seymour and Pease
LLP served as legal counsel to PVF Capital Corp.
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 PVF CAPITAL CORP. 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 PVF Capital Corp. 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 PVF Capital Corp. has
filed with the SEC by contacting Jeffrey N.
Male, Secretary, PVF Capital Corp., 30000 Aurora Road,
Solon, OH 44139, telephone: (440)
248-7171.
F.N.B. Corporation and PVF Capital Corp. and certain of their
directors and executive officers may be deemed to be participants
in the solicitation of proxies from PVF Capital Corp. shareholders
in connection with the proposed merger. Information concerning such
participants' ownership of PVF Capital Corp. 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,
headquartered in Hermitage, PA, is
a diversified financial services company with total assets of
$12.0 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 PVF Capital Corp.
Park View Federal is a
wholly-owned subsidiary of PVF Capital Corp. and operates 16
full-service offices located throughout the Greater Cleveland area. PVF Capital Corp.'s
common shares trade on the NASDAQ Capital Market under the symbol
PVFC.
Forward-looking Statements
This joint press release of
F.N.B. Corporation and PVF Capital Corp. 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 PVF
Capital Corp. 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 PVF Capital Corp. 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 PVF Capital
Corp. shareholders, on the expected terms and schedule; delay in
closing the Merger; difficulties and delays in integrating the
F.N.B. Corporation and PVF Capital Corp. 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 PVF Capital
Corp. 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