F.N.B. Corp (FNB) to Acquire BCSB Bancorp (BCSB) for $23.77/Share
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F.N.B. Corporation (NYSE: FNB) and BCSB Bancorp, Inc. (NASDAQ: BCSB) jointly announce the signing of a definitive merger agreement pursuant to which F.N.B. Corporation will acquire BCSB Bancorp, Inc., the Baltimore-based holding company and parent of Baltimore County Savings Bank, in an all stock transaction valued at approximately $23.77 per share, or $79 million in the aggregate using the closing stock price of F.N.B. Corporation as of Thursday June 13, 2013.
The acquisition of the Baltimore-based bank will provide F.N.B. Corporation with an additional $640 million in total assets, including $560 million in total deposits, $320 million in loans and 16 banking offices in the greater Baltimore, Maryland area. The transaction will expand F.N.B. Corporation's presence in the Baltimore metropolitan statistical area (MSA) and result in a top ten deposit market share position with just under $1.0 billion in total pro-forma deposits and 24 total branch locations.
Under the terms of the merger agreement, which has been approved by the boards of directors of both companies, shareholders of BCSB Bancorp, Inc. will be entitled to receive 2.08 shares of F.N.B. Corporation common stock for each common share of BCSB Bancorp, Inc. The exchange ratio is fixed and the transaction is expected to qualify as a tax-free exchange for shareholders of BCSB Bancorp, Inc.
F.N.B. Corporation expects the merger to be 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 with a strong internal rate of return.
F.N.B. Corporation and BCSB Bancorp, Inc. expect to complete the transaction in the first quarter of 2014, after satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of BCSB Bancorp, Inc.
RBC Capital Markets, LLC acted as financial advisor to F.N.B. Corporation, and Sandler O\'Neill+ Partners L.P. acted as financial advisor to BCSB Bancorp, Inc. and rendered a fairness opinion to the Board of Directors of BCSB Bancorp, Inc. in conjunction with this transaction. Reed Smith LLP served as legal counsel to F.N.B. Corporation and Kilpatrick Townsend & Stockton LLP served as legal counsel to BCSB Bancorp, Inc.
The acquisition of the Baltimore-based bank will provide F.N.B. Corporation with an additional $640 million in total assets, including $560 million in total deposits, $320 million in loans and 16 banking offices in the greater Baltimore, Maryland area. The transaction will expand F.N.B. Corporation's presence in the Baltimore metropolitan statistical area (MSA) and result in a top ten deposit market share position with just under $1.0 billion in total pro-forma deposits and 24 total branch locations.
Under the terms of the merger agreement, which has been approved by the boards of directors of both companies, shareholders of BCSB Bancorp, Inc. will be entitled to receive 2.08 shares of F.N.B. Corporation common stock for each common share of BCSB Bancorp, Inc. The exchange ratio is fixed and the transaction is expected to qualify as a tax-free exchange for shareholders of BCSB Bancorp, Inc.
F.N.B. Corporation expects the merger to be 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 with a strong internal rate of return.
F.N.B. Corporation and BCSB Bancorp, Inc. expect to complete the transaction in the first quarter of 2014, after satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of BCSB Bancorp, Inc.
RBC Capital Markets, LLC acted as financial advisor to F.N.B. Corporation, and Sandler O\'Neill+ Partners L.P. acted as financial advisor to BCSB Bancorp, Inc. and rendered a fairness opinion to the Board of Directors of BCSB Bancorp, Inc. in conjunction with this transaction. Reed Smith LLP served as legal counsel to F.N.B. Corporation and Kilpatrick Townsend & Stockton LLP served as legal counsel to BCSB Bancorp, Inc.
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