F.N.B. Corp (FNB) to Acquire Annapolis Bancorp (ANNB) in $51M Deal

October 22, 2012 4:19 PM EDT
F.N.B. Corporation (NYSE: FNB) and Annapolis Bancorp, Inc. (NASDAQ: ANNB) jointly announce the signing of a definitive merger agreement pursuant to which F.N.B. Corporation will acquire Annapolis Bancorp, Inc., the Annapolis-based holding company and parent of BankAnnapolis, in an all stock transaction valued at approximately $12.09 per share, or $51 million in the aggregate using the closing stock price as of Friday, October 19, 2012.

The acquisition of the Annapolis-based bank will provide F.N.B. Corporation with $437 million in total assets, including $343 million in total deposits, $297 million in loans and 8 banking offices in Anne Arundel and Queen Anne's counties, Maryland. The transaction will create a four-state banking presence for F.N.B. Corporation, which will have $12.2 billion in assets.

Under the terms of the merger agreement, which has been approved by the boards of directors of both companies, shareholders of Annapolis Bancorp, Inc. will be entitled to receive 1.143 shares of F.N.B. Corporation common stock for each share of Annapolis Bancorp, Inc. stock. The exchange ratio is fixed and the transaction is expected to qualify as a tax-free exchange for shareholders of Annapolis Bancorp, Inc. A cash credit-related adjustment provides that shareholders of Annapolis Bancorp, Inc. may receive up to an additional $0.36 per share in cash for each share of Annapolis Bancorp, Inc. stock they own, dependent on Annapolis Bancorp, Inc.'s ability to resolve an agreed-upon credit matter.

F.N.B. Corporation expects the merger to be highly accretive on a marginal basis to its earnings per share and slightly accretive to earnings per share in the first full year (excluding one-time costs). Additionally, the transaction is expected to be neutral to F.N.B. Corporation's tangible book value per share.

F.N.B. Corporation and Annapolis Bancorp, Inc. expect to complete the transaction in April 2013, after satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of Annapolis Bancorp, Inc. Subject to the receipt of requisite approvals, it is expected that Annapolis Bancorp, Inc. will redeem all of its preferred stock held by the U.S. Treasury under the Capital Purchase Program prior to closing or it will be extinguished upon closing of the merger.

RBC CapitalMarkets, LLC acted as financial advisor to F.N.B. Corporation, and Sandler O'Neill + Partners L.P. acted as financial advisor to Annapolis Bancorp, Inc. and rendered a fairness opinion to the Board of Directors of Annapolis Bancorp, Inc. in conjunction with this transaction. Reed Smith LLP served as legal counsel to F.N.B. Corporation and Patton Boggs LLP served as legal counsel to Annapolis Bancorp, Inc.

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