FNB Corporation Receives Final Regulatory Approvals for UB Bancorp Merger

PITTSBURGH, October 5, 2022 /PRNewswire/ — FNB Corporation (NYSE: FNB) announced that it has received all regulatory approvals for its proposed merger with UB Bancorp (OTCQX: UBNC).

The Federal Reserve Board of Governors and the Office of the Comptroller of the Currency (OCC) have given final approval for the pending FNB-UB Bancorp merger as well as the merger of UB Bancorp’s banking subsidiary, Union Bank, in subsidiary FNB bank, First National Bank of Pennsylvania. UB Bancorp shareholders approved the proposed merger at a special meeting on September 21, 2022.

The proposed merger between FNB and UB Bancorp will further strengthen the presence of FNB in North Carolinawhere the combined organization will operate approximately 100 convenient locations and hold the eighth largest share of the depot market1. Following the proposed merger with UB Bancorp on a pro forma basis, FNB will have approximately $43 billion in total assets, $35 billion in depots and $29 billion in total loans.

Completion of the merger remains subject to the satisfaction of certain standard and customary closing conditions. The merger should be finalized and converted into December 2022.

As announced on June 1, 2022, UB Bancorp shareholders will be entitled to receive 1.61 ETF common shares for each UB Bancorp common share they hold. The exchange ratio is fixed and the transaction should be considered a tax-free exchange for UB Bancorp shareholders.

About FNB Corporation

FNB Corporation (NYSE: FNB), headquartered in Pittsburgh, Pennsylvaniais a diversified financial services company operating in seven states and the District of Colombia. ETF market coverage spans several major metropolitan areas, including: Pittsburgh, Pennsylvania; Baltimore, Maryland; Cleveland, Ohio; washington d.c.; Charlotte, Raleigh, Durham and the Piedmont Triad (Winston Salem, Greensboro and high point) in North Carolina; and Charleston, South Carolina. The Company has total assets of $42 billion and over 340 banking offices across Pennsylvania, Ohio, Maryland, West Virginia, North Carolina, Caroline from the south, washington d.c. and Virginia.

FNB offers a full range of commercial banking services, consumer banking services and wealth management solutions through its network of subsidiaries, which is led by its largest subsidiary, First National Bank of Pennsylvaniafounded in 1864. Commercial banking solutions include corporate banking, small business banking, real estate investment finance, government banking, business credit,

capital markets and leasing. The consumer banking segment offers a full range of consumer banking products and services, including deposit products, mortgages, consumer loans and a full range of mobile and online banking services. FNB’s wealth management services include asset management, private banking and insurance.

Common stock of FNB Corporation trades on the New York Stock Exchange under the symbol “FNB” and is included in Standard & Poor’s MidCap 400 Index with the Regional Banks Sub-Industry Index of the Financial Classification Standard. Global Industries (GICS). Customers, shareholders and investors can learn more about this regional financial institution by visiting FNB Corporation’s website at www.fnbcorporation.com.

Caution Regarding Forward-Looking Information

This joint press release by FNB and UB Bancorp contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. These forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of FNB and UB Bancorp with respect to their proposed merger, strategic benefits and financial benefits of the merger, including the impact expected from the transaction on the future financial performance of the combined company (including anticipated increase in earnings per share and other measures) and the timing of the closing of the transaction.

Forward-looking statements are generally identified by words such as “believe”, “plan”, “expect”, “anticipate”, “intend”, “outlook”, “estimate”, “expect”, ” will”, “should”, “plan”, “objective” and other similar words and expressions. Forward-looking statements are subject to risks, uncertainties and assumptions that may change over time or due to unforeseen circumstances. Future events or circumstances may change expectations or prospects and may affect the nature of the assumptions, risks and uncertainties to which the forward-looking statements are subject.The forward-looking statements contained in this press release speak only as of the date of this release. releases, and ETFs and UB Bancorp disclaim any obligation to update or revise any forward-looking statements, except as required by law. Actual results or future events may differ, significantly, from those that are anticipated in these forward-looking statements. Accordingly, we caution you not to place undue reliance on forward-looking statements.

The forward-looking statements contained in this press release are subject to, among other things, the following risks, uncertainties and assumptions:

  • The possibility that the anticipated benefits of the transaction, including anticipated cost savings and strategic gains, may not be realized when expected or at all, including due to the impact or issues arising from the integration of the two companies or as a result of the strength of the economy, competitive factors in the areas in which FNB and UB Bancorp operate, or as a result of other unexpected factors or events;
  • The occurrence of any event, change or other circumstance that may give rise to the right for either party to terminate the merger agreement;
  • Potential adverse reactions or changes in business or employee relationships, including those resulting from the announcement or completion of the transaction;
  • The outcome of any legal proceedings that may be brought against FNB or UB Bancorp;
  • Subsequent federal legislative and regulatory actions and reforms affecting the financial institutions sector could have a material impact on the economic benefits of the proposed merger;
  • Unforeseen challenges or delays in integrating UB Bancorp’s business with FNB’s business and converting UB Bancorp’s technology systems and customer data may significantly increase transaction-related expenses; and
  • Other factors that could affect the future results of ETFs and UB Bancorp, including changes in asset quality and credit risk; failure to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customers’ borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other Federal Reserve Board actions and legislative and regulatory actions and reforms.

These forward-looking statements are also subject to the principal risks and uncertainties applicable to ETFs’ business and operations generally that are disclosed in ETFs 2021 Annual Report on Form 10-K and other reports ETFs files with the SEC and from the UB Bancorp Investor Relations website. Documents filed with the SEC by FNB are available on the SEC’s website at www.sec.gov.

1 Excluding PacWest Bancorp and Live Oak Bank

SOURCE Corporation ETFs

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