PITTSBURGH, Dec. 9, 2016 /PRNewswire/ -- F.N.B.
Corporation (NYSE: FNB) announced that the shareholders of both FNB
and Yadkin Financial Corporation (NYSE: YDKN) adopted the necessary
approvals to complete the previously announced Agreement and Plan
of Merger (Merger Agreement) between the two companies.
Under the terms of the Merger Agreement, shareholders of
Yadkin will be entitled to receive
2.16 shares of FNB common stock for each common share of
Yadkin. The exchange ratio is
fixed and the transaction is expected to qualify as a tax-free
exchange for shareholders of Yadkin.
FNB has also received approval for the merger from the
North Carolina Commissioner of
Banks. The merger is expected to be completed in the first
quarter of 2017.
About F.N.B. Corporation
F.N.B. Corporation
(NYSE:FNB), headquartered in Pittsburgh,
Pennsylvania, is a diversified financial services company.
On a combined, pro forma basis, including the proposed acquisition
of Yadkin Financial Corporation (Yadkin), FNB will operate in eight states and
seven major metropolitan areas. FNB holds a significant retail
deposit market share in Pittsburgh,
Pennsylvania; Baltimore,
Maryland; and Cleveland,
Ohio; and, assuming the Yadkin acquisition is completed, will add
Charlotte, Raleigh-Durham and the Piedmont Triad
(Winston-Salem, Greensboro and High
Point) in North Carolina.
If the proposed Yadkin acquisition
is completed (Transaction), the Company will have total combined,
pro forma assets of nearly $30
billion, and more than 400 banking offices throughout
Pennsylvania, Ohio, Maryland, West
Virginia, North Carolina
and South Carolina. FNB 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, founded in 1864. Commercial
banking solutions include corporate banking, small business
banking, investment real estate financing, international banking,
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. FNB's wealth management services include asset
management, private banking and insurance. The Company also
operates Regency Finance Company, which has more than 75 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 MidCap 400 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 website
at http://www.fnbcorporation.com.
Cautionary Statement Regarding Forward-Looking
Information
This document/communication/information contains
forward-looking statements which may contain FNB's expectations or
predictions of future financial or business performance or
conditions, or otherwise anticipate the closing date of the
Transaction. This document/communication/information may also
contain certain forward-looking statements, including certain
plans, goals, projections and statements about the proposed
Transaction, plans relative to the proposed Transaction,
objectives, expectations and intentions regarding the proposed
Transaction, the expected timing of the completion of the proposed
Transaction, and other statements that are not historical facts.
Forward-looking statements, that do not describe historical or
current facts, typically are 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 are subject to numerous assumptions, risks and
uncertainties. The forward-looking statements are intended to be
subject to the safe harbor provided under Section 27A of the
Securities Act of 1933, Section 27E of the Securities Exchange Act
of 1934, and the Private Securities Litigation Act of 1995.
In addition to factors previously disclosed in FNB's and
Yadkin's reports filed with the
Securities and Exchange Commission (SEC), the following risk
factors, among others, could cause actual results to differ
materially from forward-looking statements or historical
performance: failure to obtain all regulatory approvals and meet
other closing conditions to the proposed Transaction between FNB
and Yadkin, including approval by
the shareholders of FNB and Yadkin, respectively, on the expected terms
and time schedule; delay in closing the proposed Transaction;
potential risks and challenges attendant to the successful
conversions of core data systems; difficulties and delays in
integrating the FNB and Yadkin
businesses or fully realizing cost savings and other benefits;
business disruption following the merger; changes in asset quality
and credit risk; changes in general economic, political or industry
conditions; uncertainty in U.S. fiscal policy and monetary policy,
including interest rate policies of the Federal Reserve Board
(FRB); the inability to sustain revenue and earnings growth;
changes in interest rates and capital markets; inflation; customer
acceptance of FNB products and services; potential difficulties
encountered by FNB in expanding into a new and remote geographic
market; customer borrowing, repayment, investment and deposit
practices; customer disintermediation; the introduction,
withdrawal, success and timing of business initiatives; the
inability to realize cost savings or revenues or to implement
integration plans and other consequences associated with mergers,
acquisitions and divestitures; the impact, extent and timing of
technological changes, capital management activities, competitive
pressures on product pricing and services; ability to keep pace
with technological changes, including changes regarding maintaining
cybersecurity; success, impact and timing of FNB's and Yadkin's respective business strategies,
including market acceptance of any new products or services; and
implementing FNB's banking philosophy and strategies. Additional
risks include the nature, extent, timing and results of
governmental and regulatory actions, examinations, reviews,
reforms, regulations and interpretations, including those related
to the Dodd-Frank Wall Street Reform Act and Consumer Protection
Act and Basel III regulatory or capital reforms (including DFAST
stress-testing protocols), as well as those involving the Office of
the Comptroller of the Currency (OCC), FRB, Federal Deposit
Insurance Corporation (FDIC), and Consumer Financial Protection
Board (CFPB), and the regulatory approval process associated with
the proposed Transaction; the possibility that the proposed
Transaction does not close when expected or at all because required
regulatory or other approvals are not received or other conditions
to the closing are not satisfied on a timely basis or at all; the
possibility that the anticipated benefits of the proposed
Transaction are not realized when expected or at all, including as
a result of the impact of, or problems arising from, the
integration of the two companies or as a result of the strength of
the economy and competitive factors in the areas where FNB and
Yadkin do business; the
possibility that the proposed Transaction may be more expensive to
complete than anticipated, including as a result of unexpected
factors or events; diversion of management's attention from ongoing
business operations and opportunities; potential adverse reactions
or changes to business or employee relationships, including those
resulting from the announcement or completion of the proposed
Transaction; FNB's ability to complete the acquisition and
integration of Yadkin
successfully; and other factors that may affect future results of
FNB and Yadkin. There is no assurance that any of the risks,
uncertainties or risk factors identified herein is complete and
actual results or events may differ materially from those expressed
or implied in the forward-looking statements contained in this
document/communication/information.
Additional factors that could cause results to differ materially
from those described above can be found in FNB's Annual Report on
Form 10-K for the year ended December 31,
2015, and in its subsequent Quarterly Reports on Form 10-Q,
including quarters ended March 31,
June 30 and September 30, 2016, each of which is on file with
the SEC and available in the "Investor Relations & Shareholder
Services" section of FNB's website, http://www.fnbcorporation.com,
under the heading "Reports and Filings" and in other documents FNB
files with the SEC, and in Yadkin's Annual Report on Form 10-K for the
year ended December 31, 2015, and in
its subsequent Quarterly Reports on Form 10-Q, including the
quarters ended March 31, June 30 and September 30,
2016, each of which is on file with the SEC and available in
the "Investor Relations" section of Yadkin's website, http://www.yadkinbank.com,
under the heading "Documents" and in other documents Yadkin files with the SEC.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time.
Neither FNB nor Yadkin assumes any
obligation to update forward-looking statements to reflect
circumstances or events that occur after the date the
forward-looking statements were made or to reflect the occurrence
of unanticipated events except as required by federal securities
laws. As forward-looking statements involve significant risks and
uncertainties, caution should be exercised against placing undue
reliance on such statements.
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SOURCE F.N.B. Corporation
