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EXHIBIT 99.1
Joint FNB/Promistar Press Release dated June 14, 2001
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F.N.B. CORPORATION PROMISTAR FINANCIAL CORPORATION
(NASDAQ: FBAN) (NASDAQ: PRFC)
NAPLES, FL JOHNSTOWN, PA
WWW.FNBCORPORATION.COM WWW.PROMISTAR.COM
FOR IMMEDIATE RELEASE
DATE: June 14, 2001
CONTACT: Clay W. Cone
Vice President-Corporate Affairs
724-983-3428
F.N.B. CORPORATION & PROMISTAR FINANCIAL ANNOUNCE MERGER
NAPLES, FL., and JOHNSTOWN, PA., June 14 - F.N.B. Corporation (Nasdaq: FBAN) and
Promistar Financial Corporation (Nasdaq: PRFC) today announced the signing of a
definitive agreement in which Promistar will merge into F.N.B. This transaction
is expected to be accretive to F.N.B.'s earnings by more than 4% in 2002 and 5%
in 2003.
Under the terms of the definitive agreement, F.N.B. will exchange 0.926 shares
of its common stock for each share of Promistar common stock. Based on F.N.B.'s
June 13 closing price of $26.74 per share, the transaction is valued at
approximately $427 million.
Due diligence on the transaction has been completed by both parties and
completion of the transaction is subject to the normal regulatory approvals as
well as the approval of F.N.B. and Promistar shareholders. The transaction is
scheduled for completion in the first quarter of 2002 and is expected to be
accounted for as a pooling of interests.
Management expects the combined company to achieve synergies of 18% of
Promistar's non-interest expenses in 2002. On a fully phased-in basis, these
synergies are projected to increase to approximately 25%.
The combined company expects to incur one-time, merger-related charges of
approximately $41 million, on a pre-tax basis, during 2002 related to staff
retention and severance, systems integration, professional fees, investment
portfolio restructuring, fixed asset disposals, and other miscellaneous items.
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The combined company, headquartered in Naples, Florida, will have more than $6.5
billion in assets, $5.2 billion in deposits and 168 banking offices located in
southwest Florida, western Pennsylvania and northeastern Ohio. F.N.B. is the
largest independent bank holding company headquartered in Florida. As a result
of this merger, F.N.B. will become the eighth largest bank holding company,
based on total deposits, operating in the state of Pennsylvania and the 65th
largest bank holding company in the United States.
"This is a unique opportunity to merge with an organization that shares a
similar culture and heritage," said Gary L. Tice, President and Chief Executive
Officer of F.N.B. Corporation. "Promistar is a strong and successful community
banking organization that we've long admired. The combination of F.N.B. and
Promistar will create a franchise that we believe will be the premier financial
institution serving western Pennsylvania."
Promistar Bank currently operates 72 branches and will add another 10 locations
upon the completion of its previously announced merger with First National Bank
of Herminie in Herminie, Pennsylvania. F.N.B. currently operates 43 branches in
western Pennsylvania. Once the merger is completed, all Promistar offices will
operate under the First National Bank of Pennsylvania name. At least eight
branch offices are expected to be consolidated.
"We are excited about the opportunity to team up with F.N.B." said John H.
Anderson, Chairman and Chief Executive Officer of Promistar Financial
Corporation. "Both our employees and customers will be well served by F.N.B.'s
long-standing practice of operating with local decision-makers, local employees
and local Boards of Directors."
"This affiliation nearly triples the number of First National Bank offices and
adds approximately 1.4 million households to the bank's market area," said Steve
Gurgovits, President and Chief Executive Officer of First National Bank of
Pennsylvania. "We are pleased to be able to offer many new financial services
such as life insurance, property and casualty insurance, title insurance and
home mortgage lending. These services will be offered under our traditional
community banking style that we call Personal Banking."
Steven C. Ackmann, who currently serves as President and Chief Operating Officer
of Promistar, will join First National Bank of Pennsylvania as Senior Executive
Vice President and Chief Operating Officer. "I look forward to working with
F.N.B. as we combine these two fine community banking organizations into what we
believe will become the bank of choice for the citizens of western
Pennsylvania," he said.
F.N.B. Corporation is a diversified financial services company with more than
$4.1 billion in total assets. The company currently owns and operates
traditional community banks, insurance agencies, a consumer finance company and
First National Trust Company with offices located in Florida, Pennsylvania, Ohio
and Tennessee. The
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company has increased cash dividends for 29 consecutive years and has been
recognized as a Dividend Achiever by Mergent FIS, formerly known as Moody's
Investors Service.
Promistar, headquartered in Johnstown, Pennsylvania, is a bank holding company
with assets totaling $2.4 billion. Promistar's lead banking affiliate is
Promistar Bank, which serves 12 counties throughout southwestern Pennsylvania.
Other affiliates include Promistar Trust Company, a state-chartered trust
company; Promistar Investment Advisors Inc., a registered investment advisor;
Promistar Community Development Corporation, which provides housing for low- to
moderate-income citizens; Bedford Associates Inc., a real estate company; and
Flex Financial Consumer Discount Company.
F.N.B. and Promistar will host a conference call to discuss the transaction at
10:00 a.m. (Eastern Daylight Time) on June 14. Investors, analysts and other
interested parties may dial into the conference call at 1-800-388-8975. In
addition, a live webcast and slide presentation containing information related
to the transaction can be accessed and will be archived on F.N.B.'s web site at
www.fnbcorporation.com A replay of the conference call will be available until
June 21, 2001, by dialing 1-800-428-6051 (passcode: 196083).
# # # # #
Copies of this news release are available over the Internet at
www.fnbcorporation.com or by contacting F.N.B.'s Corporate Affairs Department at
1-800-262-7600, extension 1676.
This release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements include, but
are not limited to, (i) statements about the potential or expected benefits of a
merger between F.N.B. Corporation and Promistar Financial Corporation, including
future financial and operating results, cost savings and affect on earnings per
share that may be realized from the merger; (ii) statements with respect to
F.N.B.'s plans, objectives and intentions for the merger and for the operation
of the combined company; and (iii) other statements identified by words such as
"believes", "expects", "anticipates", "estimates", "intends", "plans",
"targets", "projects", and similar expressions. These statements are based upon
the current beliefs and expectations of the management of F.N.B. Corporation and
Promistar Financial Corporation and are subject to significant risks and
uncertainties. Actual results may differ from those set forth in the
forward-looking statements.
The following factors, among others, could cause actual results to differ
materially from the anticipated results or other expectations expressed in the
forward-looking statements: (1) the businesses of F.N.B. or Promistar may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; 2) Promistar
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has not yet consummated its acquisition of FNH Corporation and such acquisition
may experience delays or integration problems; (3) expected revenue synergies
and cost savings from the merger may not be fully realized within the expected
time frame or at all; (4) revenues following the merger may be lower than
expected; (5) deposit attrition, operating costs, customer loss and business
disruption, including, without limitation, difficulties in maintaining
relationships with employees, customers, clients or suppliers, may be greater
than expected following the merger; (6) the regulatory approvals required for
the merger may not be obtained on the proposed terms or on the anticipated
schedule; (7) the failure of F.N.B.'s or Promistar's shareholders to approve the
merger; (8) competitive pressures among depository and other financial
institutions may increase significantly and may have an effect on pricing,
spending, third-party relationships and revenues; (9) the strength of the United
States economy in general and the strength of the local economies in which the
combined company will conduct operations may be different than expected,
resulting in, among other things, a deterioration in credit quality or a reduced
demand for credit, including the resultant effect on the combined company's loan
portfolio and allowance for loan losses; and (10) changes in the United States
and foreign legal and regulatory framework.
F.N.B. will file with the SEC a Registration Statement on Form S-4, which will
contain the prospectus of F.N.B. relating to the shares to be issued in the
merger, and the proxy statements of F.N.B. and Promistar relating to the special
meetings of shareholders of F.N.B. and Promistar at which the merger agreement
will be considered and voted upon by their respective shareholders, as well as
other relevant documents concerning the proposed merger. Investors are urged to
read the joint proxy statement/prospectus when it becomes available and any
other relevant documents filed with the SEC because they will contain important
information. You will be able to obtain the Form S-4 Registration Statement,
including the exhibits filed therewith free of charge at the website maintained
by the SEC at www.sec.gov. In addition, you may obtain documents filed with the
SEC by F.N.B. free of charge by requesting them in writing from F.N.B.
Corporation, 2150 Goodlette Road North, Naples, Florida 34102, Attention:
Corporate Secretary, or by telephone at (800) 262-7600. You may obtain documents
filed with the SEC by Promistar free of charge by requesting them in writing
from Promistar, 551 Main Street, Post Office Box 1146, Johnstown, Pennsylvania
15901-1146, Attention: Corporate Secretary, or by telephone at (814) 532-3801.
F.N.B., Promistar and their directors and executive officers may be deemed to be
participants in the solicitation of proxies from their respective shareholders
in connection with the merger. Information about such directors and executive
officers and their ownership of F.N.B. and Promistar stock is set forth in the
proxy statements for each company's 2001 annual meeting of shareholders which
will be incorporated by reference in the Form S-4 Registration Statement to be
filed with the SEC and in the joint proxy
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statement/prospectus to be mailed to F.N.B. and Promistar shareholders.
Investors may obtain additional information regarding the interests of such
participants by reading the proxy statement/prospectus when it becomes
available.
Investors should read the proxy statement/prospectus carefully when it becomes
available before making any voting or investment decisions.