F.N.B. Corporation (NYSE:FNB) entered into an agreement to acquire UB Bancorp (OTCPK:UBNC) from Franklin Street Trust Company and others for approximately $120 million on May 31, 2022. Under the terms of the merger agreement, stockholders of UB Bancorp will be entitled to receive 1.61 shares of FNB common stock for each share of UB Bancorp common stock they own. The exchange ratio is fixed, and the transaction is expected to qualify as a tax-free exchange for UB Bancorp stockholders. As a result of the merger, UB Bancorp will cease and F.N.B. will continue as the surviving corporation. Post the transaction, Union Bank will merge with and into FNB's subsidiary, First National Bank of Pennsylvania. Post-acquisition, F.N.B. shareholders will own approximately 97% of the surviving corporation and UB Bancorp shareholders will own approximately 3% of the surviving corporation. UB Bancorp has agreed to pay F.N.B. a termination fee of $4 million.

The transaction has been unanimously approved by the Boards of Directors of both companies. The transaction is subject to customary closing conditions including, approval of the merger by UB Bancorp stockholders, the effectiveness of the Form S-4 registration statement; 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 North Carolina Commissioner of Banks, and the expiration of all applicable statutory waiting periods; each party's receipt of an opinion from its tax counsel; number of dissenting shares shall not exceed 5% of the number of outstanding shares of UB common stock. In connection with the Merger Agreement, directors, executive officers and a stockholder of UB Bancorp entered into voting agreement in favor of the transaction. A special meeting of shareholders of UB Bancorp to approve the transaction. The shareholders meeting of UB Bancorp is scheduled on September 21, 2022. The Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency (OCC) have provided final clearance for the merger. As of October 6, 2022, F.N.B. Corporation received all regulatory clearances for its proposed merger with UB Bancorp. The transaction is expected to be completed in late 2022 (but not earlier than September 30, 2022). As of November 4, 2022, the transaction has been approved by the shareholders of UB Bancorp. The merger is expected to close and convert in December 2022. As of December 8, 2022, the transaction will close over the weekend ending December 11, 2022. FNB expects the merger to be approximately 2% accretive to earnings per share with fully phased-in cost savings on a GAAP basis in addition to enhancing FNB's profitability metrics.

BofA Securities, Inc. acted as financial advisor and Gary R. Walker of Reed Smith LLP acted as legal advisor to FNB. Jonathan S. Hightower, Crystal Huffman, Lyn Clinton, and Caroline Melton of Fenimore Kay Harrison LLP acted as legal advisors to UB Bancorp. Broadridge Corporate Issuer Solutions, Inc. acted as transfer agent to F.N.B. Corporation. D.F. King acted as proxy solicitor to UB Bancorp. UB Bancorp will pay to D.F. King a fee of $15,000 plus related fees for any additional services and reasonable out-of-pocket expenses. Piper Sandler acted as UB Bancorp's financial advisor in connection with the transaction and will receive a fee for such services in an amount equal to 1.1% of the aggregate purchase price, which fee is contingent upon the closing of the merger. Piper Sandler also acted as fairness opinion and due diligence provider to UB Bancorp. At the time of announcement of the merger, Piper Sandler's fee was approximately $1.3 million. Piper Sandler also received a $0.15 million fee from UB Bancorp upon rendering its opinion.

F.N.B. Corporation (NYSE:FNB) completed the acquisition of UB Bancorp (OTCPK:UBNC) from Franklin Street Trust Company and others on December 9, 2022. Shares of Union common stock will no longer be traded through OTCQX.