F.N.B. Corporation Receives Final Regulatory Approval for Howard Bancorp Merger



F.N.B. Corporation received all regulatory clearances for its proposed merger with Howard Bancorp.

The Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency and the Maryland Office of the Commissioner of Financial Regulation provided final clearance for the pending merger as well as the merger of Howard Bancorp’s bank subsidiary, Howard Bank, into F.N.B.’s bank subsidiary, First National Bank of Pennsylvania.

The merger between F.N.B. and Howard will add to F.N.B.’s presence in the Mid-Atlantic region, with the combined organization projected to assume the sixth largest deposit share position in Baltimore. F.N.B. continues to expect the merger to be 4% accretive to earnings per share with fully phased-in cost savings on a GAAP basis and expects the merger to enhance its profitability metrics. Additionally, F.N.B. anticipates the tangible book value per common share impact to be minimal and expects the CET1 ratio to remain unchanged on a pro forma basis at closing.

The completion of the merger remains subject to the satisfaction of certain routine and customary closing conditions and approval by Howard stockholders, who will vote on the proposed merger at a special meeting scheduled for Nov. 9.

The respective boards of directors of Howard and F.N.B. previously approved the agreement and plan of merger. As announced in July, Howard stockholders will be entitled to receive 1.8 shares of F.N.B. common stock for each share of Howard common stock they own. The exchange ratio is fixed, and the transaction is expected to qualify as a tax-free exchange for Howard’s stockholders.

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