FNB Corp. to Acquire Integrity Financial Corporation
September 19 2005 - 8:00AM
Business Wire
Michael C. Miller, Chairman, President and Chief Executive Officer
of FNB Corp. (FNB) (NASDAQ:FNBN) and W. Alex Hall, Jr., President
and Chief Executive Officer of Integrity Financial Corporation
(Integrity) (NASDAQ:IFCB) today announced the signing of a
definitive agreement for the merger of Integrity into FNB to create
a new bank holding company to be known as FNB United Corp. (FNB
United). The agreement provides that FNB will issue a combination
of common stock and cash for the outstanding shares of Integrity
common stock. Integrity shareholders will receive 0.8743 shares of
FNB common stock and $5.20 in cash for each share of Integrity
common stock. Based on a value per share of $23.65, the transaction
price represents 188% of Integrity's book value as of June 30, 2005
and the total transaction value is approximately $123.9 million.
The merger of Integrity with FNB to form FNB United creates a $1.8
billion bank holding company with 41 community offices in 17
counties extending from the Central and Southern Piedmont and
Sandhills to the Foothills and Mountains of Western North Carolina,
providing quality banking and wealth management services in
vibrant, growing markets. In May of 2005, FNB announced its
agreement to acquire United Financial Inc., with offices in
Burlington, Graham, and Hillsborough, flanking the Research
Triangle area. David E. Cline, Integrity Board Chairman, stated,
"This transaction provides Integrity shareholders with significant
and immediate value, and the opportunity to participate as
shareholders in a larger institution that has a track record of
success and return to its shareholders." "We are particularly
excited to welcome the Integrity Financial team of employees of
First Gaston Bank and Catawba Valley Bank, and its division
Northwestern Bank, into the FNB family. We believe that combining
our franchises will enable us to take advantage of significant
growth opportunities and to serve some of the greatest markets in
North Carolina," commented FNB President Miller. "Expansion along
the Interstate Highway corridors through the growth areas of North
Carolina has been a strategic priority for FNB Corp., and
Integrity's significant presence along the I-77 interstate corridor
and the Charlotte-metro, foothills and mountain locations positions
our resulting bank holding company for service, growth and
expansion in some of the best markets in North Carolina. Combined
with our de novo entry with our first of two new YES! Banks in
Greensboro, the addition of the Integrity team and our pending
merger with United Financial creates the platform for a growing,
powerhouse banking franchise." "We are extremely pleased to partner
with FNB Corp. and First National," added Hall, Integrity CEO.
"First National has long been known as one of the strongest
community banks in North Carolina and the country, and we share a
common vision with regard to community banking and customer
service." In the merger, 78% of the total number of outstanding
shares of Integrity common stock will be exchanged for FNB common
stock and the remaining 22% will be exchanged for cash. The stock
portion of the consideration to Integrity shareholders is intended
to qualify as a tax-free transaction. All outstanding Integrity
stock options will be assumed by FNB. As part of the agreement,
four members of Integrity's Board of Directors will be added to the
Board of FNB. Steve Ikerd, Catawba Valley Bank Chairman, said,
"First National's YES YOU CAN(R) - YES WE CAN(R) brand promise is
ideally suited for our customers and communities. We look forward
to building on Integrity's success in our markets through the
combination of our companies with this strong franchise." Loretta
P. Dodgen, First Gaston Bank Chairwoman, concurred. "The merger
improves our ability to serve our customers, expands career
opportunities for our employees and enhances the value we provide
to the communities we serve." According to Hall, plans will
continue to merge Integrity's subsidiaries, Catawba Valley Bank and
First Gaston Bank, into one banking subsidiary prior to closing.
Each community bank office will continue for the present time to
operate and do business under present operating identities as
Catawba Valley Bank, Northwestern Bank or First Gaston Bank. FNB
plans to merge all banking subsidiaries into one charter sometime
in the third or fourth quarter of 2006 in order to maximize
branding and marketing synergies. "Our staff has shown great
dedication and we are pleased that Integrity Financial has
continued to build on the positive trends established in the first
and second quarters of this year," said Hall. "Our improved
earnings this year have been driven by much improved credit quality
and will help provide a springboard for the future success of our
combined companies." The transaction is subject to certain
conditions, including the approval of Integrity and FNB
shareholders and applicable regulatory authorities. The merger is
anticipated to close in the early second quarter of 2006. FNB Corp.
is the central North Carolina-based bank holding company for First
National Bank and Trust Company and Dover Mortgage Company. Assets
as of June 30, 2005 were $905 Million. Chartered in 1907, First
National (www.MyYesBank.com) operates 21 community YES! Banks in
Archdale, Asheboro, Biscoe, China Grove, Ellerbe, Greensboro,
Kannapolis, Laurinburg, Pinehurst, Ramseur, Randleman, Rockingham,
Salisbury, Seagrove, Siler City, Southern Pines and Trinity. Dover
Mortgage Company (www.dovermortgage.com) operates mortgage
production offices in Carolina Beach, Charlotte, Goldsboro,
Greenville, Lake Norman, Leland, Raleigh and Wilmington. Through
its subsidiaries, FNB offers a complete line of consumer, mortgage
and business banking services, including loan, deposit, cash
management, wealth management and internet banking services. The
Federal Deposit Insurance Corporation insures First National's
deposits up to applicable limits. Integrity Financial
(www.integrityfinancialcorp.com) is the parent company for Catawba
Valley Bank and First Gaston Bank. Catawba Valley Bank began
operations in 1995 and operates 12 community offices in Hickory,
Mooresville, Newton and Statesville. Northwestern Bank of
Wilkesboro began operations in 1992, operating community offices in
Boone, Millers Creek, Taylorsville, Wilkesboro and West Jefferson
and was acquired by Catawba Valley in 2002. First Gaston Bank
commenced operations in 1995 and operates five community offices in
Belmont, Dallas, Gastonia, Mt. Holly and Stanley. Integrity had
assets of $668 million as of June 30, 2005. United Financial is the
parent company for Alamance Bank (www.alamancebank.com), which
began operations in September 1998. Alamance Bank had total assets
of $151 million as of June 30, 2005. It operates three full service
banking offices in central North Carolina, two in Alamance County
(Graham and Burlington) and the only independent bank office in
Orange County (Hillsborough). FNB stock is traded on the NASDAQ
National Market under the symbol FNBN. Market makers are Scott
& Stringfellow, Keefe, Bruyette & Woods, Goldman Sachs, FIG
Partners, Ferris Baker Watts, Knight Securities, Ryan Beck &
Company, Sandler O'Neill & Partners and Stern Agee and Leach.
Integrity stock is traded on the NASDAQ SmallCap Market under the
symbol IFCB. Market makers are Wachovia Securities, Scott &
Stringfellow, Stern, Agee & Leach, Ryan Beck & Company and
Anderson & Strudwick. This news release contains
forward-looking statements, including estimates of future operating
results and other forward-looking financial information for FNB and
Integrity. These estimates constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995 and involve various risks and uncertainties. Actual results
may differ materially due to such factors as: (1) expected cost
savings from the merger not materializing within the expected time
frame; (2) revenues following the merger not meeting expectations;
(3) competitive pressures among financial institutions increasing
significantly; (4) costs or difficulties related to the integration
of the businesses of FNB and Integrity being greater than
anticipated; (5) general economic conditions being less favorable
than anticipated; and (6) legislation or regulatory changes
adversely affecting the business in which the combined company will
be engaged. FNB does not assume any obligation to update these
forward-looking statements or to update the reasons why actual
results could differ from those projected in the forward-looking
statements. FNB will file a registration statement with the
Securities and Exchange Commission relating to the merger. The
registration statement will include a joint proxy
statement/prospectus, which will serve as the proxy statement of
FNB and Integrity relating to the solicitation of proxies for use
at the meetings of their respective shareholders to approve the
merger and the prospectus of FNB relating to the offer and
distribution of FNB common stock in the merger. Investors are urged
to read the joint proxy statement/prospectus and any other relevant
documents to be filed with the Securities and Exchange Commission
because they contain important information. Investors will be able
to obtain these documents free of charge at the Commission's web
site (www.sec.gov). In addition, documents filed with the
Commission by FNB will be available free of charge from the
Treasurer and Secretary, FNB Corp., 101 Sunset Avenue, Asheboro,
North Carolina 27203. The directors and executive officers of
Integrity may be soliciting proxies in favor of the merger from the
shareholders of Integrity. Information about these directors and
executive officers is contained in the most recent proxy statement
issued by Integrity, copies of which may be obtained from the
Secretary, Integrity Financial Corporation., 39 Second Street,
N.W., Hickory, North Carolina 28601. Additional information
regarding the interests of these persons may be obtained by reading
the joint proxy statement/prospectus regarding the proposed
transaction when it becomes available. The directors and executive
officers of FNB may be soliciting proxies in favor of the merger
from the shareholders of FNB. Information about these directors and
executive officers is contained in the most recent proxy statement
issued by FNB, copies of which may be obtained from the Secretary,
FNB Corp., 101 Sunset Avenue, Asheboro, North Carolina 27203.
Additional information regarding the interests of these persons may
be obtained by reading the joint proxy statement/prospectus
regarding the proposed transaction when it becomes available.
Integrity Financial (NASDAQ:IFCB)
Historical Stock Chart
From Apr 2024 to May 2024
Integrity Financial (NASDAQ:IFCB)
Historical Stock Chart
From May 2023 to May 2024