F.N.B. Corporation and Omega Financial Corporation File Definitive Proxy Material
January 28 2008 - 4:01PM
PR Newswire (US)
- Special Shareholder Meetings Set for March 19, 2008 - HERMITAGE
and STATE COLLEGE, Pa., Jan. 28 /PRNewswire-FirstCall/ -- F.N.B.
Corporation (NYSE:FNB) and Omega Financial Corporation
(NASDAQ:OMEF) announce definitive joint proxy material has been
filed with the Securities and Exchange Commission in connection
with the pending merger of the two companies. (Logo:
http://www.newscom.com/cgi-bin/prnh/20020329/FBANLOGO ) As
announced previously on November 9, 2007, F.N.B. Corporation and
Omega Financial Corporation entered into a definitive merger
agreement. Under the agreement, Omega shareholders will receive
2.022 shares of F.N.B. common stock in exchange for each common
share of Omega. Special meetings of shareholders have been
scheduled for March 19, 2008, for both F.N.B. and Omega to consider
and vote upon the proposed merger. Shareholders of record as of
close of business on January 18, 2008, will be entitled to vote at
the respective meetings. Mailing of proxy materials, including a
proxy card and notice of the special meeting, are expected to take
place for both companies on or about February 8, 2008. ADDITIONAL
INFORMATION ABOUT THE MERGER 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 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 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
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 Private Securities
Exchange Act of 1934, which are intended to be covered by the safe
harbor 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 December 31, 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 F.N.B. Corporation's outstanding record of increased
dividend performance. F.N.B. 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, PA. Omega 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 DATASOURCE:
F.N.B. Corporation; Omega Financial Corporation CONTACT: Bartley
Parker, CFA of F.N.B. Corporation, +1-203-682-8250, ; Daniel
Warfel, CFO of Omega Financial Corporation, +1-814-231-5778 Web
site: http://www.fnbcorporation.com/ http://www.omegafinancial.com/
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