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F.N.B., Slippery Rock Bank Announce Merger Agreement"
HERMITAGE, Pa. -- F.N.B. Corp. and Slippery Rock Financial Corp., Slippery Rock, Pa., today announced a merger agreement valued at $78.5 million in stock and cash.The merger will give F.N.B. "more banking offices in Western Pennsylvania than any other community banking company headquartered in the state," says Stephen J. Gurgovits, F.N.B. president and chief executive officer. F.N.B. Corp. has total assets of $4.6 billion. It owns and operates First National Bank of Pennsylvania, First National Trust Co., First National Investment Services Co., F.N.B. Investment Advisors Inc., First National Insurance Agency,Inc., and Regency Finance Co. It also operates consumer finance offices in Tennessee.Slippery Rock Financial Corp, parent company of The First National Bank of Slippery Rock, has assets of $335 million and operates banking and lending offices in Butler, Mercer and Lawrence counties in Pennsylvania.Under the terms of the merger agreement, unanimously approved by the boards of directors of both companies, shareholders of Slippery Rock will be entitled to elect to receive $28 in cash or 1.41 common shares of F.N.B. per share of Slippery Rock common stock. The merger agreement allocation procedures provide for the exchange of 15% of Slippery Rock shares for cash, and the remaining Slippery Rock shares exchanged for F.N.B. common stock.Based upon a $28 per share value, the transaction price represents 243% of Slippery Rock's book value per share. It is anticipated that the merger will increase F.N.B.'s earnings per share in 2005 and add to regulatory capital ratios."This merger is a positive step for both F.N.B. and Slippery Rock," Gurgovits says. "Slippery Rock's market area overlaps with our own and is growing at rates faster than that of Pennsylvania as a whole. We believe that this combination creates tremendous opportunities and value for our shareholders, customers, employees and communities."William C. Sonntag, Slippery Rock Financial's president and chief executive officer, says the two companies "have long been friendly competitors and we share a common vision with regard to customer service. This transaction provides our shareholders with significant immediate value, as well as the opportunity to participate as shareholders in a larger institution. The merger improves our ability to serve our customers, and expands career opportunities for our employees. We consider this a good transaction for all of our constituencies."Pending receipt of regulatory approvals and the approval of Slippery Rock shareholders, the transaction is expected to be completed during the fourth quarter of 2004. As part of the agreement, two members of the Slippery Rock board of directors will be added to the board of First National Bank of Pennsylvania.On Jan. 1, F.N.B. completed a previously announced spin-off of its Florida operations into a new publicly traded company.Visit F.N.B. at www.fnbcorporation.com"