Activist Pressure Contributed to Metro's Decision to Sell to F.N.B.

Metro Bancorp in Harrisburg, Pa., considered mounting activist pressure, among other issues, before deciding earlier this year to seek a buyer.

The $2.4 billion-asset company, as late as last fall, was determined to remain independent as it pursued an effort to cut costs and boost profitability, according to a recent regulatory filing. The company even went as far as adopting a shareholder rights plan in February.

In the end, however, Metro decided to sell itself to F.N.B. Corp. in Pittsburgh in August for $474 million.

Metro had been dealing with a number of activist investors in recent months, including PL Capital, which had launched a proxy battle to claim a board seat as part of a broader effort to force a sale. Concerns about PL Capital’s challenge came up at a special board meeting last April, where directors also authorized Sandler O’Neill to “gauge the interest” of eight potential acquirers.

Metro’s board and Sandler agreed to a relatively short list of prospects to allow for “manageable due diligence” while reducing the risk of possible leaks. Sandler did not reveal Metro’s identity – only telling prospects that a Pennsylvania bank was involved – during this stage of the process. Directors also insisted that any prospect had to offer a “significant premium,” the filing said.

F.N.B. was contacted, in part, because Vincent Delie Jr., its president and chief executive, had approached Metro in 2013 about his interest in a deal.

Metro’s board briefly hesitated on moving forward with plans to market the company to potential buyers. By late May, however, they were ready to proceed, after taking into account items such as service provider relationships, succession planning, board expansion and financial forecasts. (The filing never addresses Metro’s February disclosure that Gary Nalbandian, its chairman, president and chief executive, would take a leave of absence to have coronary bypass surgery.)

Delie “responded affirmatively” that he was keen on bidding after a Sandler representative told him that Metro was the Pennsylvania bank exploring a sale.

F.N.B. was the only company to bid on Metro, initially dangling out an all-stock deal valued at $35 to $38 a share. Four other institutions declined to participate, admitting that they were unable to meet Metro’s valuation expectations or the “financial and other material terms” expected to come with a possible deal. A fifth, unnamed bank asked for more time before ultimately backing off.

F.N.B. lowered its price to $34.50 a share in July after due diligence revealed a need to raise its estimate of merger-related costs by 24% and an increase in its expected credit marks to 4.9% from 3%. F.N.B. disclosed when it announced the deal that it expected nearly $50 million in pretax merger-related costs.

Metro, meanwhile, insisted on “downward price protection” that would allow the company to terminate the sale without a fee if, immediately prior to closing, F.N.B.’s stock price fell “significantly” at a rate that exceeded an accepted index of banking institutions.

After a series of separate board meetings, directors of both companies approved the merger. The deal was officially announced on Aug 4, with the price settling at $32.75 a share.

"We are very excited about this transaction and the significant scale it adds to our franchise in central Pennsylvania," Delie said in a press release announcing the deal. “These markets have attractive demographics with tremendous revenue potential given the number of retail and commercial prospects."