PITTSBURGH, Feb. 27, 2017 /PRNewswire/ -- F.N.B.
Corporation (NYSE: FNB) today announced final receipt of all
required regulatory clearances for its proposed merger of Yadkin
Financial Corporation (Yadkin)
(NYSE: YDKN).
The Board of Governors of the Federal Reserve System and the
Office of the Comptroller of the Currency (OCC) have provided final
clearance for the pending FNB-Yadkin merger as well as the merger
of Yadkin's bank subsidiary,
Yadkin Bank, into FNB's bank subsidiary, First National Bank of
Pennsylvania. The merger is
expected to be completed by March 13,
2017, and is subject to certain routine and customary
closing conditions.
"We are very pleased to receive final regulatory approval which
enables FNB to complete this transformational merger in line with
our previously announced timeline," said Vincent J. Delie, Jr., President and Chief
Executive Officer of F.N.B. Corporation and First National Bank.
"In addition, we are excited to enter these high-growth markets
with enhanced products and services, led by our exceptional
North Carolina local leadership
team. Both Yadkin and FNB
employees have been working diligently to ensure a smooth
transition for our customers, and we are looking forward to
delivering high-quality service and strong results to our
shareholders, customers and communities."
The respective shareholders of Yadkin and FNB previously approved the
agreement and Plan of Merger between FNB and Yadkin. Under the terms of the Merger
Agreement and as was announced on July 21,
2016, shareholders of Yadkin will be entitled to receive 2.16 shares
of FNB common stock for each common share of Yadkin. The exchange ratio is fixed and the
transaction is expected to qualify as a tax-free exchange for
shareholders of Yadkin.
The merger between FNB and Yadkin creates a premier regional banking
franchise that extends from the Mid-Atlantic to the Southeast with
nearly $30 billion in total assets
and more than 400 full-service banking offices.
About F.N.B. Corporation
F.N.B. Corporation
(NYSE:FNB), headquartered in Pittsburgh,
Pennsylvania, is a diversified financial services company.
On a combined, pro-forma basis, giving effect to the proposed
acquisition of Yadkin Financial Corporation (Yadkin), FNB will operate in eight states and
seven major metropolitan areas. FNB holds a significant retail
deposit market share in Pittsburgh,
Pennsylvania; Baltimore,
Maryland; and Cleveland,
Ohio; and, assuming the Yadkin acquisition is completed, will add
Charlotte, Raleigh-Durham and the Piedmont Triad
(Winston-Salem, Greensboro and High
Point) in North Carolina.
If the proposed Yadkin acquisition
is completed (the proposed Transaction), the Company will have
total pro-forma assets of nearly $30
billion, and more than 400 banking offices throughout
Pennsylvania, Ohio, Maryland, West
Virginia, North Carolina
and South Carolina.
Completion of the proposed Transaction is subject to
satisfaction of routine and customary closing conditions. FNB
provides a full range of commercial banking, consumer banking and
wealth management solutions through its subsidiary network which is
led by its largest affiliate, First National Bank of Pennsylvania, founded in 1864. Commercial
banking solutions include corporate banking, small business
banking, investment real estate financing, international banking,
business credit, capital markets and lease financing. The consumer
banking segment provides a full line of consumer banking products
and services, including deposit products, mortgage lending,
consumer lending and a complete suite of mobile and online banking
services. FNB's wealth management services include asset
management, private banking and insurance. The Company also
operates Regency Finance Company, which has more than 75 consumer
finance offices in Pennsylvania,
Ohio, Kentucky and Tennessee. The common stock of F.N.B.
Corporation trades on the New York Stock Exchange under the symbol
"FNB" and is included in Standard & Poor's MidCap 400 Index
with the Global Industry Classification Standard (GICS) Regional
Banks Sub-Industry Index. Customers, shareholders and investors can
learn more about this regional financial institution by visiting
the F.N.B. Corporation website at www.fnbcorporation.com.
Additional Information About the Proposed Transaction and
Where to Find It Communications in this document do not
constitute an offer to sell or the solicitation of an offer to buy
any securities. In connection with the proposed Transaction with
Yadkin Financial Corporation, F.N.B. Corporation has filed with the
SEC a Registration Statement on Form S-4 (File No. 333-213776) and
other relevant documents concerning the proposed Transaction.
SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND
THE JOINT PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN REGARDING
THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION.
The Registration Statement and other relevant materials, and any
other documents F.N.B. and Yadkin
have filed with the SEC, may be obtained free of charge at the
SEC's internet site, http://www.sec.gov. Copies of the documents
F.N.B. has filed with the SEC may be obtained, free of charge, by
contacting James G. Orie, Chief
Legal Officer, F.N.B. Corporation, One F.N.B. Boulevard,
Hermitage, PA 16148, telephone:
(724) 983-3317; and copies of the documents Yadkin has filed with the SEC may be obtained
free of charge at Yadkin's website
at www.yadkinbank.com.
Cautionary Statement Regarding Forward-Looking
Information
This document contains forward-looking
statements which may contain FNB's expectations or predictions of
future financial or business performance or conditions, or
otherwise anticipate the closing date of the proposed Transaction.
This document/communication/information may also contain certain
forward-looking statements, including certain plans, goals,
projections and statements about the proposed Transaction, plans
relative to the proposed Transaction, objectives, expectations and
intentions regarding the proposed Transaction, the expected timing
of the completion of the proposed Transaction, and other statements
that are not historical facts. Forward-looking statements, that do
not describe historical or current facts, typically are identified
by words such as, "believe", "plan", "expect", "anticipate",
"intend", "outlook", "estimate", "forecast", "will", "should",
"project", "goal", and other similar words and expressions. These
forward-looking statements are subject to numerous assumptions,
risks and uncertainties. The forward-looking statements are
intended to be subject to the safe harbor provided under Section
27A of the Securities Act of 1933, Section 21E of the Securities
Exchange Act of 1934, and the Private Securities Litigation Act of
1995.
In addition to factors previously disclosed in FNB's reports
filed with the Securities and Exchange Commission (SEC), the
following risk factors, among others, could cause actual results to
differ materially from forward-looking statements or historical
performance: potential risks and challenges attendant to the
successful conversions of core data systems; difficulties and
delays in successfully integrating the FNB and Yadkin businesses or fully realizing cost
savings and other benefits; business disruption following the
completion of the transaction; changes in asset quality and credit
risk; changes in general economic, political or industry
conditions; uncertainty in U.S. fiscal policy and monetary policy,
including interest rate policies of the Federal Reserve Board
(FRB); the inability to sustain revenue and earnings growth;
changes in interest rates and capital markets; inflation; customer
acceptance of FNB products and services; potential difficulties
encountered by FNB in expanding into a new and remote geographic
market; customer borrowing, repayment, investment and deposit
practices; customer disintermediation; the introduction,
withdrawal, success and timing of business initiatives; the
inability to realize cost savings or revenues or to implement
integration plans and other consequences associated with mergers,
acquisitions and divestitures; the impact, extent and timing of
technological changes, capital management activities, competitive
pressures on product pricing and services; ability to keep pace
with technological changes, including changes regarding maintaining
cybersecurity; success, impact and timing of FNB's business
strategies, including market acceptance of any new products or
services; and implementation of FNB's banking culture, philosophy
and strategies.
Additional risks include the nature, extent, timing and results
of governmental and regulatory actions, examinations, reviews,
reforms, regulations and interpretations, including those related
to the Dodd-Frank Wall Street Reform Act and Consumer Protection
Act and Basel III regulatory or capital reforms (including DFAST
stress-testing protocols), as well as those involving the Office of
the Comptroller of the Currency (OCC), FRB, Federal Deposit
Insurance Corporation (FDIC), and Consumer Financial Protection
Board (CFPB); the possibility that the proposed Transaction does
not close when expected or at all because required regulatory or
other approvals are not received or other conditions to the closing
are not satisfied on a timely basis or at all; the possibility that
the anticipated benefits of the proposed Transaction are not
realized when expected or at all, or the transaction is delayed or
does not close due to unanticipated circumstances, including as a
result of the impact of, or problems arising from, the integration
of the two companies or as a result of the economic conditions and
competitive factors in the areas where FNB does business; the
possibility that the proposed Transaction may be more expensive to
complete than anticipated, including as a result of unexpected
factors or events; diversion of management's attention from ongoing
business operations and opportunities; potential adverse reactions
or changes to business or employee relationships, including those
resulting from the announcement or completion of the proposed
Transaction; and other factors that may affect future results of
FNB. There is no assurance that any of the risks,
uncertainties or risk factors identified herein is complete and
actual results or events may differ materially from those expressed
or implied in the forward-looking statements contained in this
document.
Additional factors that could cause results to differ materially
from those described above can be found in FNB's Annual Report on
Form 10-K for the year ended December 31,
2016, and in its subsequent Quarterly Reports on Form 10-Q,
including for the quarters ended March
31, June 30 and September 30, 2016, each of which is on file with
the SEC and available in the "Investor Relations & Shareholder
Services" section of FNB's website, www.fnbcorporation.com, under
the heading "Reports and Filings" and in other documents FNB files
with the SEC.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time. FNB
assumes no obligation to update forward-looking statements to
reflect circumstances or events that occur after the date the
forward-looking statements were made or to reflect the occurrence
of unanticipated events except as required by federal securities
laws. As forward-looking statements involve significant risks and
uncertainties, caution should be exercised against placing undue
reliance on such statements.
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SOURCE F.N.B. Corporation
