Fifth Third Announces Acquisition of First National Bankshares of Florida, Inc.
02 August 2004 - 3:01PM
PR Newswire (US)
Fifth Third Announces Acquisition of First National Bankshares of
Florida, Inc. CINCINNATI, Aug. 2 /PRNewswire-FirstCall/ -- Fifth
Third Bancorp (NASDAQ:FITB) and First National Bankshares of
Florida, Inc. (NYSE:FLB) announced today the signing of a
definitive agreement in which Fifth Third will acquire First
National Bankshares and its subsidiaries, headquartered in Naples,
Florida. First National's presence, including pending acquisitions,
will include approximately $5.3 billion in total assets, $3.9
billion in total deposits, and 77 full-service banking centers
located primarily in the fast- growing markets of Orlando, Tampa
Bay, Sarasota, Naples and Fort Myers. First National is the largest
bank holding company headquartered in the state of Florida. (Logo:
http://www.newscom.com/cgi-bin/prnh/19991117/FITBLOGO ) Fifth Third
President & CEO George A. Schaefer, Jr., states, "This
acquisition provides Fifth Third with a tremendous opportunity in
the state of Florida, among the fastest growing deposit markets in
the United States. Gary Tice, Kevin Hale and Garrett Richter have
built a high quality franchise in an attractive region. We're
pleased that the foundation they have built will easily complement
Fifth Third's affiliate bank operating model. We entered this
market in 1989 and under the leadership of Colleen Kvetko, have
grown our Naples franchise to 16 full-service locations and $1
billion in assets. We're confident that First National's expanding
presence - and the combined leadership team - will be an integral
part of the Bank's continuing growth. When the acquisition is
complete, Fifth Third will have over 90 Banking Centers and over $6
billion in managed assets in Florida. We believe this is an
excellent opportunity for customers, shareholders and employees
alike." Gary Tice, Chairman and CEO, First National, states, "We
are extremely proud to partner with an organization as successful
as Fifth Third. They have an exceptional long-term track record of
delivering shareholder value. We share the same core values and all
of our stakeholders will benefit from the expanded resources,
emphasis on local market decision making and dedication to
individual communities at Fifth Third." Under the terms of the
agreement, which has been approved by both boards of directors,
First National shareholders will receive .5065 shares of Fifth
Third common stock for each share of First National. Based on the
price of Fifth Third shares at the close of business on Friday July
30, 2004, the transaction is valued at $25.00 per First National
share, for a total transaction value of approximately $1.58
billion, inclusive of pending acquisitions. Including pending
acquisitions, First National is expected to have approximately 63
million diluted shares outstanding. The acquisition is expected to
close in the first quarter of 2005 and is subject to normal
regulatory approvals in addition to the approval of First
National's shareholders. The companies expect the transaction to
break even in 2005, under modest share repurchase assumptions and
without revenue synergies, and generate approximately $50 million
in annual pre-tax expense reductions following completion, with 75
percent to be realized in 2005 and 100 percent thereafter. These
savings equal 35 percent of First National's annualized expense
base. The companies expect one-time costs, including
acquisition-related and restructuring charges will not exceed $100
million on a pre-tax basis over the integration period. Additional
information regarding First National, Fifth Third and the terms of
this transaction is available in a presentation on the investor
relations section of Fifth Third's website at http://www.53.com/.
First National Bankshares of Florida, Inc. is a diversified
financial services company headquartered in Naples, Florida. The
company currently has approximately $4.1 billion in assets and
operates 59 full-service financial centers throughout Southwest and
Central Florida. The company provides a broad range of traditional
community banking services through its subsidiary bank, First
National Bank of Florida. It also provides a complete line of
personal and commercial insurance through its insurance agency
affiliate Roger Bouchard Insurance, Inc. as well as a full line of
investment, trust and wealth management services through its
affiliate First National Wealth Management Company. First National
Bankshares of Florida's stock is traded on the New York Stock
Exchange under the symbol "FLB." Fifth Third Bancorp is a
diversified financial services company headquartered in Cincinnati,
Ohio. The Company has $95.6 billion in assets, operates 17
affiliates with 995 full-service Banking Centers, including 130
Bank Mart(R) locations open seven days a week inside select grocery
stores and 1,849 Jeanie(R) ATMs in Ohio, Kentucky, Indiana,
Michigan, Illinois, Florida, Tennessee and West Virginia. The
financial strength of Fifth Third's Ohio and Michigan banks
continues to be recognized by rating agencies with deposit ratings
of AA- and Aa1 from Standard & Poor's and Moody's,
respectively. Additionally, Fifth Third Bancorp continues to
maintain the highest short-term ratings available at A-1+ and
Prime-1, and is recognized by Moody's with one of the highest
senior debt ratings for any U.S. bank holding company of Aa2. Fifth
Third operates four main businesses: Retail, Commercial, Investment
Advisors and Fifth Third Processing Solutions. Investor information
and press releases can be viewed at http://www.53.com/. The
company's common stock is traded through the NASDAQ(R) National
Market System under the symbol "FITB." This release may contain
forward-looking statements about Fifth Third Bancorp, First
National Bankshares and/or the combined company within the meaning
of Sections 27A of the Securities Act of 1933, as amended, and Rule
175 promulgated thereunder, and 21E of the Securities Exchange Act
of 1934, as amended, and Rule 3b-6 promulgated thereunder, that
involve inherent risks and uncertainties. This press release may
contain certain forward-looking statements with respect to the
financial condition, results of operations, plans, objectives,
future performance and business of Fifth Third Bancorp, First
National Bankshares and/or the combined company including
statements preceded by, followed by or that include the words or
phrases such as "believes," "expects," "anticipates," "plans,"
"trend," "objective," "continue," "remain" or similar expressions
or future or conditional verbs such as "will," "would," "should,"
"could," "might," "can," "may" or similar expressions. There are a
number of important factors that could cause future results to
differ materially from historical performance and these forward-
looking statements. Factors that might cause such a difference
include, but are not limited to: (1) competitive pressures among
depository institutions increase significantly; (2) changes in the
interest rate environment reduce interest margins; (3) prepayment
speeds, loan origination and sale volumes, charge-offs and loan
loss provisions; (4) general economic conditions, either national
or in the states in which Fifth Third, First National Bankshares
and/or the combined company do business, are less favorable than
expected; (5) political developments, wars or other hostilities may
disrupt or increase volatility in securities markets or other
economic conditions; (6) changes and trends in the securities
markets; (7) legislative or regulatory changes or actions, or
significant litigation, adversely affect Fifth Third, First
National Bankshares and/or the combined company or the businesses
in which Fifth Third, First National Bankshares and/or the combined
company are engaged; (8) difficulties in combining the operations
of First National Bankshares and/or other acquired entities and (9)
the impact of reputational risk created by the developments
discussed above on such matters as business generation and
retention, funding and liquidity. We undertake no obligation to
release revisions to these forward-looking statements or reflect
events or circumstances after the date of this release. Further
information on other factors which could affect the financial
results of Fifth Third after the merger are included in Fifth
Third's and First National Bankshares' filings with the Securities
and Exchange Commission. These documents are available free of
charge at the Commission's website at http://www.sec.gov/ and/or
from Fifth Third or First National Bankshares. Investors and
security holders are advised to read the proxy statement/prospectus
regarding the transaction referenced in this document when it
becomes available, because it will contain important information.
The proxy statement/prospectus will be filed with the Commission by
Fifth Third Bancorp and First National Bankshares. Security holders
may receive a free copy of the proxy statement/prospectus (when
available) and other related documents filed by Fifth Third Bancorp
and First National Bankshares at the Commission's website at
http://www.sec.gov/ and/or from Fifth Third Bancorp and First
National Bankshares. First National Bankshares and its executive
officers and directors may be deemed to be participants in the
solicitation of proxies from stockholders of First National
Bankshares with respect to the transaction contemplated by the
definitive agreement. Information regarding such officers and
directors is included in First National Bankshares' proxy statement
for its 2004 Annual Meeting of Shareholders filed with the
Commission on March 12, 2004. This document is available free of
charge at the Commission's website at http://www.sec.gov/ and/or
from First National Bankshares.
http://www.newscom.com/cgi-bin/prnh/19991117/FITBLOGO
http://photoarchive.ap.org/ DATASOURCE: Fifth Third Bancorp
CONTACT: Fifth Third Bancorp, Bradley S. Adams (Analysts),
+1-513-534-0983, or Roberta R. Jennings (Media), +1-513-579-4153;
First National Bankshares, Clay W. Cone (Media), +1-239-436-1676
Web site: http://www.53.com/
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