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F.N.B. Corp. Acquires BCSB Bancorp


June 14 - F.N.B. Corporation (NYSE: FNB) and BCSB Bancorp Inc. (Nasdaq: BCSB) have jointly announced the signing of a definitive merger agreement pursuant to which F.N.B. Corporation will acquire BCSB Bancorp Inc., the Baltimore-based holding company and parent of Baltimore County Savings Bank, in an all stock transaction valued at approximately $23.77 per share, or $79 million in the aggregate using the closing stock price of F.N.B. Corporation as of June 13, 2013.

The acquisition of the Baltimore-based bank will provide F.N.B. Corporation with an additional $640 million in total assets, including $560 million in total deposits, $320 million in loans and 16 banking offices in the greater Baltimore area. The transaction will expand F.N.B. Corporation's presence in the Baltimore metropolitan statistical area and result in a top 10 deposit market share position with just under $1 billion in total pro-forma deposits and 24 total branch locations.

Under the terms of the merger agreement, which has been approved by the boards of directors of both companies, shareholders of BCSB Bancorp Inc. will be entitled to receive 2.08 shares of F.N.B. Corporation common stock for each common share of BCSB Bancorp Inc. The exchange ratio is fixed and the transaction is expected to qualify as a tax-free exchange for shareholders of BCSB Bancorp Inc.

"This is a great opportunity to expand our existing presence in the Maryland market. In the span of 12 months, FNB has achieved a top deposit market share position in another one of the nation's 25 largest MSAs," said Vincent J. Delie Jr., president and CEO of F.N.B. Corporation. "Since entering the market earlier this year, 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."

"We are excited to join the FNB team. FNB's diverse product set, commitment to local communities and outstanding record of shareholder value creation make it the best partner for our shareholders, customers, employees and communities we serve," said Joseph J. Bouffard, president and CEO of BCSB Bancorp Inc. and Baltimore County Savings Bank.

F.N.B. Corporation expects the merger to be slightly accretive to earnings per share in the first full year (excluding one-time costs). Additionally, the transaction is expected to be neutral to F.N.B. Corporation's tangible book value per share with a strong internal rate of return.

F.N.B. Corporation and BCSB Bancorp Inc. expect to complete the transaction in the first quarter of 2014, after satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of BCSB Bancorp Inc.