F.N.B. Corporation completed the acquisition of Howard Bancorp, Inc..
The transaction is subject to approval of the merger by Howard stockholders; the effectiveness of the Form S-4 registration statement to be filed by F.N.B, authorization for listing on the New York Stock Exchange of the F.N.B. common stock to be issued in the Merger; receipt of required regulatory and other approvals, including the approvals of the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency and the Maryland Office of the Commissioner of Financial Regulation, and the expiration of all applicable statutory waiting periods. The transaction has been unanimously approved by the Boards of Directors of both companies. The shareholders meeting of Howard Bancorp, Inc. is scheduled on November 9, 2021. As of October 26, 2021, F.N.B. has received all required federal and state regulatory clearances for the completion of the merger. As of November 9, 2021, Howard shareholders approved the transaction. F.N.B. and Howard expect to complete the transaction and integration in early 2022. As of November 5, 2021, the merger closing is expected to occur on January 22, 2022. FNB expects the merger to be 4% accretive to earnings per share with fully phased-in cost savings on a GAAP basis and expects the merger to enhance FNB's profitability metrics.
Ben Barnhill, John Jennings, Ann Murray, Maurice D. Holloway, Nikki Lee, Allie Nagy and Mason Gregory of Nelson Mullins Riley & Scarborough, LLP acted as legal advisors to Howard Bancorp. Gary R. Walker of Reed Smith LLP acted as legal advisor to F.N.B. Morgan Stanley & Co. LLC served as financial advisor to F.N.B. Keefe, Bruyette & Woods, A Stifel Company, served as financial advisor and opinion provider to Howard. Computershare, Inc. acted as the transfer agent to Howard and Broadridge Corporate Issuer Solutions, Inc. acted as the transfer agent to F.N.B. Georgeson LLC acted as the information agent to Howard and will receive a fee of $8,000 for its services. Howard agreed to pay KBW a total cash fee equal to 1.1% of the aggregate merger consideration, $0.4 million of which became payable to KBW with the rendering of KBW's opinion and the balance of which is contingent upon the closing of the merger.
F.N.B. Corporation (NYSE:FNB) completed the acquisition of Howard Bancorp, Inc. (NasdaqCM:HBMD) on January 22, 2022. On or about February 5, 2022, Howard Bank will merge with and into First National Bank of Pennsylvania, with First National Bank of Pennsylvania continuing as the surviving bank. The customer and branch branding conversion is scheduled to be finalized on February 7, 2022. Upon completion of the system integration on February 7, 2022, all Howard customers will have access to FNB's enhanced online and mobile banking technology, including its award-winning mobile banking app and proprietary eStore. Shares of Howard common stock will no longer be traded on NASDAQ.