HERMITAGE and STATE COLLEGE, Pa. — F.N.B. Corporation and Omega Financial Corporation jointly announce the signing of a definitive merger agreement pursuant to which F.N.B. Corporation will acquire Omega Financial Corporation, a State College, Pennsylvania-based, provider of diversified financial services, in an all- stock transaction valued at approximately $393 million. The combination of the two organizations will create the fifth largest bank holding company based in Pennsylvania with approximately $8 billion in total assets and over 210 full service branches serving commercial and consumer customers in 35 counties in Pennsylvania and Northeast Ohio.
Under the terms of the merger agreement, which has been unanimously approved by the boards of directors of both companies, shareholders of Omega Financial Corporation will be entitled to receive 2.022 shares of F.N.B. Corporation common stock for each share of Omega Financial Corporation. The exchange ratio is fixed and is expected to be a tax-free exchange for shareholders of Omega Financial Corporation.
"We are pleased to be able to partner with such an outstanding community bank. Omega has the talent, size and locations to perfectly fit our plan for expansion in central Pennsylvania. Omega also possesses a solid core deposit franchise, well-diversified sources of revenue and a strong track record of superior customer service," commented Stephen J. Gurgovits, President and Chief Executive Officer of F.N.B. Corporation.
"Uniting with F.N.B. is an exciting strategic opportunity given its like- minded culture of strong localized customer service, exceptional array of financial service products for commercial and household customers and commitment to providing a strong cash-based return in its value proposition for shareholders," said Donita R. Koval, President and Chief Executive Officer of Omega Financial Corporation.
Upon consummation of the merger, Ms. Koval will join F.N.B. Corporation and become Regional President and CEO of First National Bank of Pennsylvania's new Omega region. Four Omega board members will become directors of First National Bank of Pennsylvania and three Omega directors will join the board of F.N.B. Corporation.
F.N.B. Corporation expects to achieve approximately 30 percent cost savings of Omega's cash non-interest expense, through the reduction of administrative and operational redundancies. The merger is expected to be accretive to F.N.B. Corporation's cash earnings per share in the first full year of operation after closing and immediately accretive to tangible common equity.
It is anticipated that the transaction will be completed early in the second quarter of 2008, after completion of regulatory approvals, the approval of the shareholders of Omega Financial Corporation and F.N.B. Corporation and the satisfaction of other closing conditions.
