The Herald, Sharon, Pa.

June 15, 2013

FNB expands further with BCSB Baltimore deal

By Michael Roknick
Herald Business Editor

HERMITAGE — FNB Corp. said Friday it signed a definitive deal to buy Baltimore-based BCSB Bancorp Inc. in an all-stock deal, valued around $23.77 a share or $79 million in the aggregate using FNB’s closing stock price of $11.43 on Thursday.

The annoucement of the deal was made Friday morning.

Financial terms mean Hermitage-based FNB is paying 136 percent of the book value of BCSB and a 40 percent premium over the Baltimore company’s Thursday closing stock price. In other words, holders of BCSB stock made a 40 percent profit on the deal based on the stock’s Thursday closing price.

 Terms of the deal, approved by the boards of both companies, call for shareholders of BCSB to get 2.08 shares of FNB common stock for each common share of BCSB. The exchange ratio is fixed and the deal is expected to qualify as a tax-free exchange for BCSB shareholders.

FNB expects the deal to be completed in the first quarter 2014 after regulatory and BCSB shareholder approvals. Once the sale is completed, FNB expects BCSB to be slightly accretive to earnings per share in the first full year, excluding one-time costs.

Created in 1955, BCSB is the holding company of Baltimore County Savings Bank. The deal will give FNB 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 area. The deal will expand FNB’s presence in the greater Baltimore metropolitan area and result in a top 10 deposit market share position with just under $1 billion in total pro-forma deposits and 24 total branch locations.

FNB entered the Maryland market earlier this year with the purchase of Annapolis Bancorp for $51 milllion. The Annapolis holding company owned the Bank of Annapolis.

“This is a great opportunity to expand our existing presence in the Maryland market,’’ said Vincent J. Delie Jr., FNB’s president and chief executive officer. “In the span of 12 months, FNB has achieved a top deposit market share position in another one of the nation’s 25 largest MSAs (metropolitan statistical areas). Since entering the market earlier this year, I have been very pleased with our success in attracting experienced commercial bankers with well-established customer relationships.

FNB has branches in Pennsylvania, Ohio and West Virginia. It also has consumer finance offices in Kentucky and Tennessee. The company is best known locally for its First National Bank of Pennsylvania affiliate, which also is based in Hermitage.