HERMITAGE, Pa. and GERMANTOWN, Md., April
8, 2014 /PRNewswire/ -- F.N.B. Corporation (NYSE: FNB)
and OBA Financial Services, Inc. (NASDAQ: OBAF) jointly announce
the signing of a definitive merger agreement pursuant to which
F.N.B. Corporation will acquire OBA Financial Services, Inc., the
Germantown, Maryland-based holding
company and parent of OBA Bank, in an all stock transaction valued
at approximately $23.56 per share, or
$94 million in the aggregate, using
the 20 day average closing stock price of F.N.B. Corporation as of
Monday April 7, 2014.
The capital accretive transaction will further enhance F.N.B.
Corporation's presence in Maryland
and expand the Company's footprint into the attractive Interstate
270 corridor. The acquisition is expected to add
approximately 30 basis points to FNB's tangible common equity to
tangible assets ratio at closing and provide FNB with an additional
$390 million in total assets,
$290 million in total deposits,
$300 million in loans and 6 banking
locations. Inclusive of OBA Financial Services, Inc., F.N.B.
Corporation will have $1.2 billion in
deposits and 31 branch locations in Maryland.
"This transaction presents an opportunity to add scale to our
Maryland region and efficiently
provide capital that can be leveraged to support our future
growth," said Vincent J. Delie, Jr.,
President and Chief Executive Officer of F.N.B. Corporation.
"Since entering the Maryland
market in 2013, we have built a solid presence and attracted strong
regional leadership and an exceptional team of bankers. With
this acquisition, we will continue to leverage our investments in
the market and gain access to additional high-growth areas that
will further strengthen our organic growth potential. We are
pleased with our success in the Maryland market and partnering with OBA
Financial will add to our momentum."
Charles E. Weller, President and
Chief Executive Officer of OBA Financial Services, Inc., commented,
"During our proud 162 year history, OBA has been committed to
serving our clients and local communities. Through a
consistent level of superior quality service, our dedicated staff
has grown a loyal small business and retail customer base. We
are very excited about joining the FNB team. We strongly
believe that F.N.B. Corporation demonstrates a commitment to its
clients, employees and local communities and has an outstanding
record of shareholder value creation."
Under the terms of the merger agreement, which has been approved
by the boards of directors of both companies, shareholders of OBA
Financial Services, Inc. will be entitled to receive 1.781 shares
of F.N.B. Corporation common stock for each common share of OBA
Financial Services, Inc. The exchange ratio is fixed and the
transaction is expected to qualify as a tax-free exchange for
shareholders of OBA Financial Services, Inc.
F.N.B. Corporation and OBA Financial Services, Inc. expect to
complete the transaction in the third quarter of 2014, after
satisfaction of customary closing conditions, including regulatory
approvals and the approval of the shareholders of OBA Financial
Services, Inc. As is customary for F.N.B. Corporation, the
operations of OBA Financial Services, Inc. are expected to be fully
integrated as of the transaction close date.
RBC Capital Markets, LLC acted as financial advisor to F.N.B.
Corporation, and Sterne Agee & Leach Inc. acted as financial
advisor to OBA Financial Services, Inc. and rendered a fairness
opinion to the Board of Directors of OBA Financial Services, Inc.
in conjunction with this transaction. Reed Smith LLP served as
legal counsel to F.N.B. Corporation and Luse Gorman Pomerenk & Schick, P.C. served
as legal counsel to OBA Financial Services, Inc.
An investor presentation will be available through the
"Shareholder and Investor Relations" section of F.N.B.'s Web site
at www.fnbcorporation.com or on the SEC's website at
www.sec.gov.
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 with the
SEC in connection with the merger.
SHAREHOLDERS OF OBA FINANCIAL SERVICES, 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 and OBA Financial Services, Inc. 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 OBA Financial
Services, Inc. has filed with the SEC by contacting Charles E. Weller, President and Chief Executive
Officer, OBA Financial Services, Inc., 20300 Seneca Meadows
Parkway, Germantown, MD 20876,
telephone: (301) 916-0742.
F.N.B. Corporation and OBA Financial Services, Inc. and certain
of their directors and executive officers may be deemed to be
participants in the solicitation of proxies from OBA Financial
Services, Inc. shareholders in connection with the proposed merger.
Information concerning such participants' ownership of OBA
Financial Services, Inc. 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 (NYSE:
FNB), headquartered in Hermitage,
Pennsylvania, is a regional diversified financial services
company operating in six states and three major metropolitan areas
including Pittsburgh, PA, where it
holds the number three retail deposit market share, Baltimore, MD and Cleveland, OH. Following the completed BCSB
Bancorp, Inc. acquisition, the Company has total assets of
$14.2 billion and more than 280
banking offices throughout Pennsylvania, Ohio, West
Virginia and Maryland.
F.N.B. provides a full range of commercial banking, consumer
banking and wealth management solutions through its subsidiary
network which is led by its largest affiliate, First National Bank
of Pennsylvania. Commercial
banking solutions include corporate banking, small business
banking, investment real estate financing, business credit, capital
markets and lease financing. The consumer banking segment provides
a full line of consumer banking products and services including
deposit products, mortgage lending, consumer lending and a complete
suite of mobile and online banking services. F.N.B.'s wealth
management services include asset management, private banking and
insurance. The Company also operates Regency Finance Company, which
has more than 70 consumer finance offices in Pennsylvania, Ohio, Kentucky and Tennessee.
The common stock of F.N.B. Corporation trades on the New York
Stock Exchange under the symbol "FNB" and is included in Standard
& Poor's SmallCap 600 Index with the Global Industry
Classification Standard (GICS) Regional Banks Sub-Industry Index.
Customers, shareholders and investors can learn more about this
regional financial institution by visiting the F.N.B. Corporation
web site at www.fnbcorporation.com.
About OBA Financial Services, Inc.
OBA Financial
Services, Inc. serves as the holding company for its wholly owned
subsidiary, OBA Bank, which has 6 banking offices in Montgomery, Anne
Arundel, and Howard
Counties. The common stock of OBA Financial Services, Inc. is
traded under the trading symbol "OBAF" on the NASDAQ National
Market System.
Forward-looking Statements
This joint press release of
F.N.B. Corporation and OBA Financial Services, Inc. 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 OBA Financial Services, Inc. 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 OBA Financial Services, Inc.
reports filed with the SEC and those identified elsewhere in this
press release, 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 OBA Financial Services, Inc. shareholders, on the expected terms
and schedule; delay in closing the Merger; difficulties and delays
in integrating the F.N.B. Corporation and OBA Financial Services,
Inc. 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 OBA Financial Services, 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