Griffin Provides Fairness Opinion to F.N.B. Corporation

F.N.B. Corporation (NYSE: FNB), headquartered in Pittsburgh, Pennsylvania, is a diversified financial services company operating in six states, including three major metropolitan areas. It holds a significant retail deposit market share in Pittsburgh, PA, Baltimore, MD, and Cleveland, OH. FNB had total assets of $16.6 billion at June 30, 2015 and more than 280 banking offices throughout Pennsylvania, Maryland, Ohio and West Virginia. FNB sought to leverage its existing infrastructure and to expand its footprint into Central Pennsylvania

FNB announced on August 4, 2015, that it had agreed to acquire Harrisburg, PA-based Metro Bancorp, Inc. (NASDAQ: METR) in an all-stock transaction valued at approximately $474.0 million, or $32.72 per share, representing 172% of tangible book value and 22.7x LTM earnings. Metro will provide FNB with approximately $3.0 billion in total assets, including $2.4 billion in total deposits, $2.1 billion in total loans and 32 banking offices located in the Harrisburg, York, Lancaster, Reading and Lebanon MSAs. Griffin was engaged by FNB to provide an opinion to FNB’s Board of Directors regarding the fairness of the consideration to be paid in the transaction. The transaction closed on February 12, 2016.

Measures of Success
The transaction will enhance FNB’s distribution and scale across Central Pennsylvania and creates the largest regional bank in Pennsylvania and the second-largest bank headquartered in the state by both market capitalization and total assets. With the acquisition of Metro, FNB will have $19.6 billion in assets, including $14.7 billion in total deposits, $13.7 billion in total loans and more than 300 full service banking offices. These markets have attractive demographics with tremendous revenue potential given the number of retail and commercial prospects. The meaningful size of this transaction will allow FNB to leverage the significant infrastructure investments it has made in the expansion of its product offerings and risk management systems.

For more information on this transaction, contact Stacey V. Weikel, Senior Vice President, at 610.478.2015.