Oct. 22, 2012
/PRNewswire/ -- F.N.B. Corporation (NYSE: FNB) and Annapolis Bancorp, Inc. (NASDAQ: ANNB) jointly announce the signing of a definitive merger agreement pursuant to which F.N.B. Corporation will acquire Annapolis Bancorp, Inc., the
-based holding company and parent of BankAnnapolis, in an all stock transaction valued at approximately
per share, or
in the aggregate using the closing stock price as of
Friday, October 19, 2012
The acquisition of the
-based bank will provide F.N.B. Corporation with
in total assets, including
in total deposits,
in loans and 8 banking offices in
. The transaction will create a four-state banking presence for F.N.B. Corporation, which will have
Under the terms of the merger agreement, which has been approved by the boards of directors of both companies, shareholders of Annapolis Bancorp, Inc. will be entitled to receive 1.143 shares of F.N.B. Corporation common stock for each share of Annapolis Bancorp, Inc. stock. The exchange ratio is fixed and the transaction is expected to qualify as a tax-free exchange for shareholders of Annapolis Bancorp, Inc. A cash credit-related adjustment provides that shareholders of Annapolis Bancorp, Inc. may receive up to an additional
per share in cash for each share of Annapolis Bancorp, Inc. stock they own, dependent on Annapolis Bancorp, Inc.'s ability to resolve an agreed-upon credit matter.
"This transaction is an attractive market entry opportunity and is consistent with our expansion strategy," said
Vincent J. Delie, Jr.
, President and Chief Executive Officer of F.N.B. Corporation. "The favorable demographics and long-term growth potential of Annapolis Bancorp's core markets, as well as additional opportunities in the greater
areas, provide a compelling platform to leverage our successful business model." Delie continues, "In addition, Annapolis Bancorp is a well-established, respected institution with very strong local relationships and an excellent customer service culture."
"Comprehensive and competitive financial products, a proven commitment to local communities and an outstanding record of shareholder value creation are just a few reasons why F.N.B. is an ideal partner for our shareholders, customers, employees and the communities we serve. We are confident that they will all benefit immensely from this combination," said
Richard M. Lerner
, Chairman and Chief Executive Officer of Annapolis Bancorp, Inc. and BankAnnapolis.
F.N.B. Corporation expects the merger to be highly accretive on a marginal basis to its earnings per share and slightly accretive to earnings per share in the first full year (excluding one-time costs). Additionally, the transaction is expected to be neutral to F.N.B. Corporation's tangible book value per share.