Shareholders of F.N.B. Corporation and Omega Financial Approve Merger
20 3월 2008 - 5:01AM
PR Newswire (US)
HERMITAGE and STATE COLLEGE, Pa., March 19 /PRNewswire-FirstCall/
-- F.N.B. Corporation (NYSE:FNB) and Omega Financial Corporation
(NASDAQ:OMEF) today jointly announced that the shareholders of each
company approved the Agreement and Plan of Merger between F.N.B.
Corporation and Omega Financial Corporation. At F.N.B.
Corporation's special meeting, the holders of a majority of its
shares voted in favor of the proposal to approve and adopt the
Agreement and Plan of Merger, dated as of November 8, 2007, between
F.N.B. Corporation ("FNB") and Omega Financial Corporation
("Omega") pursuant to which Omega will merge with and into FNB and
FNB will issue up to 26,600,000 shares of FNB common stock. At
Omega's special meeting, the holders of a majority of its shares
voted in favor of the proposal to approve and adopt the Agreement
and Plan of Merger, dated as of November 8, 2007, between FNB and
Omega, pursuant to which Omega will merge with and into FNB and
each outstanding share of Omega common stock will be converted into
2.022 shares of FNB common stock. The merger transaction has been
approved by all regulatory authorities. The transaction is expected
to close on April 1, 2008. Forward-looking Statements Certain
statements in this press release, including, without limitation,
statements as to the impact of the merger, statements as to FNB's,
Omega's, or their respective management's beliefs, expectations or
opinions, and all other statements in this press release, other
than historical facts, are forward- looking statements, as such
term is defined in the Private Securities Exchange Act of 1934,
which are intended to be covered by the safe harbor created
thereby. Forward-looking statements are subject to risks and
uncertainties, are subject to change at any time and may be
affected by various factors that may cause actual results to differ
materially from the expected or planned results. Such factors may
include, without limitation, a significant increase in competitive
pressures among financial institutions; changes in the interest
rate environment that may reduce interest margins; changes in
prepayment speeds, loan sale volumes, charge-offs and loan loss
provisions; less favorable than expected general or local economic
or political conditions; legislative or regulatory changes that may
adversely affect the businesses in which FNB or Omega is engaged;
technological issues which may adversely affect FNB's or Omega's
financial operations or customers; changes in the securities
markets and other risks detailed from time to time in FNB's and
Omega's filings with the SEC. Due to such risks and uncertainties,
FNB and Omega may not be able to complete the proposed merger on
the terms summarized above or other acceptable terms, or at all,
for any reason. FNB and Omega disclaim any intent or obligation to
publicly update or revise any forward-looking statements,
regardless of whether new information becomes available, future
developments occur or otherwise. About F.N.B. Corporation F.N.B.
Corporation, headquartered in Hermitage, PA, is a diversified
financial services company with total assets of $6.1 billion at
December 31, 2007. F.N.B. Corporation is a leading provider of
commercial and retail banking, wealth management, insurance,
merchant banking and consumer finance services in Pennsylvania and
Ohio, where it owns and operates First National Bank of
Pennsylvania, First National Trust Company, First National
Investment Services Company, LLC, F.N.B. Investment Advisors, Inc.,
First National Insurance Agency, LLC, F.N.B. Capital Corporation,
LLC and Regency Finance Company. It also operates consumer finance
offices in Tennessee and loan production offices in Tennessee and
Florida. Mergent Inc., a leading provider of business and financial
information about publicly traded companies, has recognized F.N.B.
Corporation as a Dividend Achiever. This annual recognition is
based on F.N.B. Corporation's outstanding record of increased
dividend performance. F.N.B. Corporation has consistently increased
dividend payments for 35 consecutive years. The common stock of
F.N.B. Corporation trades on the New York Stock Exchange under the
symbol "FNB". Investor information is available on F.N.B.
Corporation's Web site at http://www.fnbcorporation.com/. About
Omega Financial Corporation Omega Bank is a subsidiary of Omega
Financial Corporation (NASDAQ:OMEF), a $1.8 billion institution
headquartered in State College, PA. Omega Bank operates 64
community offices and drive-thru operations in 13 counties, and
operates affiliates Bank Capital Leasing, Omega Bank Wealth
Management, Mid Penn Insurance, and Omega Financial Mortgage
Solutions. Omega Bank has been named to US Banker's list of top 200
mid-tier banks ranked by three-year average return on equity and
was ranked 11th among banks in Pennsylvania. Its parent company,
Omega Financial, has previously been added to NASDAQ's Dividend
Achievers Index, designed to offer a unique approach for NASDAQ
investors seeking a long-term portfolio of higher risk-adjusted
returns. Members of this index are typically companies with strong
cash reserves, solid balance sheets and a proven record of
consistent earnings growth. Quarterly and annual reports, a
corporate profile, stock quotes and other financial data can be
accessed through the Omega Financial Corporation Web site,
http://www.omegafinancial.com/. DATASOURCE: F.N.B. Corporation;
Omega Financial Corporation CONTACT: Bartley Parker, CFA of F.N.B.
Corporation, +1-203-682-8250, ; or Daniel Warfel, CFO of Omega
Financial Corporation, +1-814-231-5778 Web site:
http://www.fnbcorporation.com/ http://www.omegafinancial.com/
Copyright
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