F.N.B. Corporation and Comm Bancorp Inc. announce merger agreement
Published: August 10, 2010
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F.N.B. Corporation (NYSE: FNB) and Comm Bancorp Inc. (Nasdaq: CCBP) jointly announced the signing of a definitive merger agreement pursuant to which F.N.B. Corporation will acquire Comm Bancorp Inc., the Pennsylvania-based holding company and parent of Community Bank and Trust Company, in a stock and cash transaction valued at approximately $70 million.
The acquisition of the Clarks Summit-headquartered bank will provide F.N.B. Corporation with $642 million in total assets, including $577 million in total deposits and $465 million in loans in 15 bank branches across five counties in northeastern Pennsylvania.
Under the terms of the merger agreement, which has been unanimously approved by the boards of directors of both companies, shareholders of Comm Bancorp Inc. will be entitled to receive a fixed exchange ratio of 3.4545 shares of F.N.B. Corporation common stock and $10.00 in cash for each share of Comm Bancorp Inc.
Stephen J. Gurgovits,CEO of F.N.B. Corporation, stated, "This move is a logical step in our announced strategy to expand into Eastern Pennsylvania and in markets with attractive demographics and long-term growth potential. The communities served by Comm Bancorp, Inc. are very well positioned to benefit from the major demographic and commercial trends associated with the Marcellus Shale. In addition, Comm Bancorp, Inc. has an established track record of profitability, rooted in very strong local relationships and excellent customer service."
"F.N.B.'s commitment to local communities, exceptional record of recognized customer service and range of products and services makes F.N.B. Corporation an ideal partner and provider for our clients," commented William F. Farber, Sr., president and CEO of Comm Bancorp Inc.
F.N.B. Corporation expects the merger to be immediately accretive to its earnings per share, excluding one-time costs. F.N.B. Corporation and Comm Bancorp, Inc. expect to complete the transaction in the fourth quarter of 2010, after completion of regulatory approvals, the approval of the shareholders of Comm Bancorp, Inc. and the satisfaction of other closing conditions.
RBC Capital Markets acted as financial advisor to F.N.B. Corporation, and Sandler O'Neill + Partners LP acted as financial advisor to Comm Bancorp Inc. and rendered a fairness opinion to the board of directors of Comm Bancorp Inc. in conjunction with this transaction. Duane Morris LLP served as legal counsel to F.N.B. Corporation and Saidis Sullivan Law served as legal counsel to Comm Bancorp Inc.
F.N.B. Corporation and Comm Bancorp Inc. will file a proxy statement/prospectus and other relevant documents with the SEC in connection with the merger.
