F.N.B. Corporation Expands Central Pennsylvania Presence
November 09 2007 - 8:15AM
PR Newswire (US)
- Signs Definitive Merger Agreement with Omega Financial
Corporation - HERMITAGE and STATE COLLEGE, Pa., Nov. 9
/PRNewswire-FirstCall/ -- F.N.B. Corporation (NYSE:FNB) and Omega
Financial Corporation (NASDAQ:OMEF) jointly announce the signing of
a definitive merger agreement pursuant to which F.N.B. Corporation
will acquire Omega Financial Corporation, a State College,
Pennsylvania-based, provider of diversified financial services, in
an all- stock transaction valued at approximately $393 million. The
combination of the two organizations will create the fifth largest
bank holding company based in Pennsylvania with approximately $8
billion in total assets and over 210 full service branches serving
commercial and consumer customers in 35 counties in Pennsylvania
and Northeast Ohio. (Logo:
http://www.newscom.com/cgi-bin/prnh/20020329/FBANLOGO ) Under the
terms of the merger agreement, which has been unanimously approved
by the boards of directors of both companies, shareholders of Omega
Financial Corporation will be entitled to receive 2.022 shares of
F.N.B. Corporation common stock for each share of Omega Financial
Corporation. The exchange ratio is fixed and is expected to be a
tax-free exchange for shareholders of Omega Financial Corporation.
"We are pleased to be able to partner with such an outstanding
community bank. Omega has the talent, size and locations to
perfectly fit our plan for expansion in central Pennsylvania. Omega
also possesses a solid core deposit franchise, well-diversified
sources of revenue and a strong track record of superior customer
service," commented Stephen J. Gurgovits, President and Chief
Executive Officer of F.N.B. Corporation. "Uniting with F.N.B. is an
exciting strategic opportunity given its like- minded culture of
strong localized customer service, exceptional array of financial
service products for commercial and household customers and
commitment to providing a strong cash-based return in its value
proposition for shareholders," said Donita R. Koval, President and
Chief Executive Officer of Omega Financial Corporation. Upon
consummation of the merger, Ms. Koval will join F.N.B. Corporation
and become Regional President and CEO of First National Bank of
Pennsylvania's new Omega region. Four Omega board members will
become directors of First National Bank of Pennsylvania and three
Omega directors will join the board of F.N.B. Corporation. F.N.B.
Corporation expects to achieve approximately 30 percent cost
savings of Omega's cash non-interest expense, through the reduction
of administrative and operational redundancies. The merger is
expected to be accretive to F.N.B. Corporation's cash earnings per
share in the first full year of operation after closing and
immediately accretive to tangible common equity. It is anticipated
that the transaction will be completed early in the second quarter
of 2008, after completion of regulatory approvals, the approval of
the shareholders of Omega Financial Corporation and F.N.B.
Corporation and the satisfaction of other closing conditions.
CONFERENCE CALL Management will host a conference call to discuss
the transaction, today, Friday, November 9, 2007, at 10:00 AM
Eastern Time. Hosting the call will be Stephen J. Gurgovits,
President and Chief Executive Officer, and Brian F. Lilly, Chief
Financial Officer. The call can be accessed via telephone by
dialing (888) 230-5492 or (913) 312-6676 for international callers,
and entering confirmation number 8460824. A replay of the call will
be available from 12:00 PM Eastern Time on the day of the call
until midnight Eastern Time on November 23, 2007. The replay can be
accessed by dialing (888) 203-1112, or (719) 457-0820 for
international callers, and entering confirmation number 8460824. A
presentation and transcript of management's prepared remarks will
be posted to the Shareholder and Investor Relations section of
F.N.B. Corporation's Web site at http://www.fnbcorporation.com/.
ADDITIONAL INFORMATION ABOUT THE MERGER F.N.B. Corporation and
Omega Financial Corporation will file a joint proxy
statement/prospectus and other relevant documents with the SEC in
connection with the merger. The joint proxy statement/prospectus
will be mailed to the shareholders of F.N.B. and Omega.
SHAREHOLDERS OF F.N.B. AND OMEGA ARE ADVISED TO READ THE JOINT
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 joint proxy statement/prospectus and other
relevant materials (when they become available), and any other
documents filed by F.N.B. with the SEC, may be obtained free of
charge at the SEC's Web site at http://www.sec.gov/. In addition,
investors and security holders may obtain free copies of the
documents filed with the SEC by F.N.B. Corporation by contacting
James Orie, F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, PA
16148, telephone: (724) 983-3317 and by Omega by contacting Daniel
Warfel, CFO, Omega Financial Corporation, 366 Walker Drive, P.O.
Box 298, State College, PA 16804-0298, telephone: (814) 231-5778.
F.N.B. 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 F.N.B. common stock is set forth in the F.N.B.'s proxy
statements and Annual Reports on Form 10-K, previously filed with
the SEC. Additional information about the interests of those
participants may be obtained from reading the joint proxy
statement/prospectus relating to the merger when it becomes
available. Omega 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 Omega common stock is set forth in the
Omega's proxy statements and Annual Reports on Form 10-K,
previously filed with the SEC. Additional information about the
interests of those participants may be obtained from reading the
joint proxy statement/prospectus relating to the merger when it
becomes available. This communication does not constitute an offer
of any securities for sale. Forward-looking Statements Certain
statements in this press release, including, without limitation,
statements as to the impact of the merger, statements as to
F.N.B.'s, Omega's, or their respective management's beliefs,
expectations or opinions, and all other statements in this press
release, other than historical facts, are forward-looking
statements, as such term is defined in the Securities Exchange Act
of 1934, which are intended to be covered by the safe harbors
created thereby. Forward-looking statements are subject to risks
and uncertainties, are subject to change at any time and may be
affected by various factors that may cause actual results to differ
materially from the expected or planned results. In addition to the
factors discussed above, certain other factors, including without
limitation, a significant increase in competitive pressures among
financial institutions; changes in the interest rate environment
that may reduce interest margins; changes in prepayment speeds,
loan sale volumes, charge-offs and loan loss provisions; less
favorable than expected general or local economic or political
conditions; legislative or regulatory changes that may adversely
affect the businesses in which F.N.B. or Omega is engaged;
technological issues which may adversely affect F.N.B.'s or Omega's
financial operations or customers; changes in the securities
markets and other risks detailed from time to time in F.N.B.'s and
Omega's filings with the SEC can cause actual results and
developments to be materially different from those expressed or
implied by such forward-looking statements. F.N.B. and Omega may
not be able to complete the proposed merger on the terms summarized
above or other acceptable terms, or at all, due to a number of
factors, including the failure to obtain approval of their
respective shareholders, regulatory approvals or to satisfy other
customary closing conditions. F.N.B. and Omega disclaim any intent
or obligation to publicly update or revise any forward- looking
statements, regardless of whether new information becomes
available, future developments occur or otherwise. About F.N.B.
Corporation F.N.B. Corporation, headquartered in Hermitage, PA, is
a diversified financial services company with total assets of $6.1
billion at September 30, 2007. F.N.B. is a leading provider of
commercial and retail banking, 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 and Regency Finance Company. It also operates consumer finance
offices in Tennessee and loan production offices in Tennessee and
Florida. Mergent Inc., a leading provider of business and financial
information about publicly traded companies, has recognized F.N.B.
Corporation as a Dividend Achiever. This annual recognition is
based on the Corporation's outstanding record of increased dividend
performance. The Corporation has consistently increased dividend
payments for 35 consecutive years. The common stock of F.N.B.
Corporation trades on the New York Stock Exchange under the symbol
"FNB". Investor information is available on F.N.B. Corporation's
Web site at http://www.fnbcorporation.com/. About Omega Financial
Corporation Omega Bank is a subsidiary of Omega Financial
Corporation (NASDAQ:OMEF), a $1.8 billion institution headquartered
in State College. The bank operates 64 community offices and
drive-thru operations in 13 counties, and operates affiliates Bank
Capital Leasing, Omega Bank Wealth Management, Mid Penn Insurance,
and Omega Financial Mortgage Solutions. Omega Bank has been named
to US Banker's list of top 200 mid-tier banks ranked by three-year
average return on equity and was ranked 11th among banks in
Pennsylvania. Its parent company, Omega Financial, has previously
been added to NASDAQ's Dividend Achievers Index, designed to offer
a unique approach for NASDAQ investors seeking a long-term
portfolio of higher risk-adjusted returns. Members of this index
are typically companies with strong cash reserves, solid balance
sheets and a proven record of consistent earnings growth. Quarterly
and annual reports, a corporate profile, stock quotes and other
financial data can be accessed through the Omega Financial
Corporation Web site, http://www.omegafinancial.com/.
http://www.newscom.com/cgi-bin/prnh/20020329/FBANLOGO
http://photoarchive.ap.org/ DATASOURCE: F.N.B. Corporation CONTACT:
Analysts and Investors: Bartley Parker, CFA of F.N.B. Corporation,
+1-203-682-8250, ; or Daniel Warfel, CFO of Omega Financial
Corporation, +1-814-231-5778; Media: Susan Bergen-Painter,
+1-724-977-5382, for F.N.B. Corporation Web site:
http://www.fnbcorporation.com/ http://www.omegafinancial.com/
Copyright
Omega Financial (MM) (NASDAQ:OMEF)
Historical Stock Chart
From May 2024 to May 2024
Omega Financial (MM) (NASDAQ:OMEF)
Historical Stock Chart
From May 2023 to May 2024