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FNB to Acquire PVF Capital, Enter Cleveland Market
HERMITAGE, Pa. -- F.N.B. Corp., parent of First National Bank of Pennsylvania, has reached an agreement with PVF Capital Corp., parent of Park View Federal Savings Bank, to acquire the Solon, Ohio-based holding company in an all-stock transaction valued at $106.4 million.
F.N.B. and PVF Capital announced their union Tuesday.
The transaction is valued at $3.98 per PVF share using the 20-day trailing stock price of F.N.B. Corp. as of last Friday.
The acquisition of PVF Capital will provide F.N.B., which has $12 billion in assets as of Dec. 31, with an additional $782 million in assets, $634 million in deposits, $600 million in gross loans and 16 banking offices in Greater Cleveland.
First National Bank has three branches in the eastern and southeastern Cleveland suburbs, two in Geauga County and one in Lake County.
Under terms of their agreement, approved by the boards of both financial institutions, stockholders of PVF Capital will receive 0.3405 share of F.N.B. for each share of PVF. The holding companies expect their transaction to qualify as a tax-free exchange for PVF shareholders.
The companies expect to complete the transaction in the third quarter pending regulatory approval as well as that of PVF shareholders who must meet and vote on the offer. No date was set for the shareholders’ special meeting.
F.N.B. said it expects the acquisition “to be immediately accretive to earnings per share (excluding one-time merger expenses).” The CEO and president of F.N.B. and First National Bank, Vincent J. Delie Jr., expects the transaction “to be accretive to F.N.B. Corp.’s tangible book value per share with a strong internal rate of return.”
This is PVF Capital’s second suitor in six years. United Community Financial Corp., holding company of the Home Savings and Loan Co., Youngstown, Ohio, offered to buy PVF in July 2007 for $130.8 million in a stock and cash transaction. PVF had assets of $908 million and 17 offices at the time. That deal fell through the following April 1 when PVF called off the union because UCFC failed to follow through.
No further explanation was offered.
Not long afterward, both UCFC and PVF Capital experienced difficulties with bad loans and federal regulators issued cease-and-desist orders as they instructed the banks to clean up their balance sheets and restore their capital levels.
The Office of the Comptroller of the Currency lifted its C&D order on Park View last Oct. 19, the bank having satisfied the regulator that it would maintain the capital levels it had restored. As it worked to regain its financial health, the new president and CEO of PVF Capital, Robert J. King Jr., led the effort that began in 2009 to transform what had been a thrift into a full-service bank.
A spokeswoman for F.N.B. said its much wider line of products, such as wealth management and mobile banking, would strengthen Park View Bank’s ability to serve its customers and attract new ones.
Shares of PVF opened at $3.60 and closed at $3.85 in heavy trading. Average daily volume in PVF shares is just under 19,000 shares but yesterday’s volume was 2.48 million.
F.N.B., which opened at $11.64 after closing Monday at $12.04, saw its price close at $11.84 per share on a volume of 1.35 million, well above its daily average of 811,000 shares.
RELATED:
Law Firm Looks into Sale of PVF Capital to F.N.B.
Copyright 2013 The Business Journal, Youngstown, Ohio.
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