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F.N.B. Buys BCSB Bancorp, Expands Maryland Presence
HERMITAGE, Pa. – F.N.B. Corp., parent of First National Bank of Pennsylvania, announced today that it has entered a definitive agreement to acquire BCSB Bancorp. Inc., parent of Baltimore County Savings Bank, in an all-stock transaction valued at $79 million.
That translates to approximately $23.77 a share based on the closing price Thursday of F.N.B. BCSB has 3.19 million shares outstanding. F.N.B. closed at $11.43, up 16 cents from Wednesday.
Shares of BCSB rose more than $5 a share, or more than 30%, to $22.15 shortly before 1 p.m. Friday. Shares of F.N.B. fell 21 cents to $11.22, or 1.84%.
Baltimore County Savings Bank has 16 offices in Greater Baltimore, Md.
The acquisition will provide F.N.B. with another $640 million in assets, $560 million in deposits and $320 million in loans, the said. The transaction will expand its presence in the Baltimore MSA (metropolitan statistical area) to 24 offices and just under $1 billion in deposits pro forma, putting it in the Top 10 in market share as measured by deposits.
Under terms of the agreement approved by both boards of directors, shareholders of BCSB will be entitled to receive 2.08 shares of F.N.B. for each of theirs. “The exchange is fixed and the transaction is expected to qualify as a tax-free exchange for shareholders of BCSB Bancorp,” F.N.B. and BCSB said.
The boards of F.N.B. and BCSB anticipate the acquisition will be completed in the first quarter of next year pending regulatory approvals and BCSB shareholder approval.
F.N.B. expects the acquisition to be “slightly accretive to earnings per share in the first full year (excluding one-time costs),” the company said. “Additionally, the transaction is expected to be neutral to F.N.B. Corp.’s tangible book value per share with a strong internal rate of return.”
In a prepared statement, the president and CEO of F.N.B., Vincent J. Delie Jr., said, “This is a great opportunity to expand our existing presence in the Maryland market. In the span of 12 months, F.N.B. has achieved a top deposit market share position in another one of the nation’s 25 largest MSAs. Since entering the market earlier this year [with the acquisition of the former Annapolis Bancorp Inc.], I have been very pleased with our success in attracting experienced commercial bankers with well-established customer relationships. The addition of Baltimore County will further enable FNB to leverage these recent hires through expanded market coverage in Baltimore and the surrounding suburbs.”
The bank’s “success in attracting experienced commercial bankers” was reported in the Baltimore Business Journal May 21 as having “poached … several veteran bankers from Sandy Spring Bank and other rivals” as part of the expansion efforts of First National Bank.
Published by The Business Journal, Youngstown, Ohio.
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