Pittsburgh, PA and Germantown, MD, July 29, 2014 – F.N.B. Corporation (NYSE: FNB) and OBA Financial Services, Inc. (NASDAQ: OBAF) today announced the receipt of all required regulatory clearances for the proposed merger of F.N.B. Corporation and OBA Financial Services, Inc.
The Office of the Comptroller of the Currency has approved the Bank Merger Act application to merge OBA Bank, the bank subsidiary of OBA Financial Services, Inc., into First National Bank of Pennsylvania, F.N.B. Corporation’s bank subsidiary. The Federal Reserve Bank of Cleveland has granted F.N.B. Corporation a waiver of its merger application requirements.
OBA Financial Services, Inc. shareholders will vote on the proposed merger at a special meeting of the shareholders scheduled for August 21, 2014. The merger is expected to have an effective closing date of September 19, 2014.
“We are very pleased to receive regulatory approval for our merger with OBA as planned,” stated Vincent J. Delie, Jr., President and Chief Executive Officer of F.N.B. Corporation. “F.N.B has a culture of regulatory compliance and strong risk management systems that enable our Company to successfully integrate merger and acquisition opportunities. We look forward to serving OBA’s clients, employees and shareholders.”
The respective Boards of Directors of OBA Financial Services, Inc. and F.N.B. Corporation have previously approved the Agreement and Plan of Merger between F.N.B. Corporation and OBA Financial Services, Inc. Additionally, as announced on April 8, 2014, shareholders of OBA Financial Services, Inc. will be entitled to receive 1.781 shares of F.N.B. Corporation common stock for each common share of OBA Financial Services, Inc. The exchange ratio is fixed and the transaction is expected to qualify as a tax-free exchange for shareholders of OBA Financial Services, Inc.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT F.N.B. Corporation’s registration statement on Form S-4 concerning the subject merger was filed with the SEC effective July 2, 2014. The registration statement includes a proxy statement/prospectus and other relevant documents with the SEC in connection with the merger.
SHAREHOLDERS OF OBA FINANCIAL SERVICES, INC. ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
The proxy statement/prospectus and other relevant materials and any other documents F.N.B. Corporation and OBA Financial Services, Inc. have filed with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents F.N.B. Corporation has filed with the SEC by contacting James Orie, Chief Legal Officer, F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, PA 16148, telephone: (724) 983-3317 and free copies of the documents OBA Financial Services, Inc. has filed with the SEC by contacting Charles E. Weller, President and Chief Executive Officer, OBA Financial Services, Inc., 20300 Seneca Meadows Parkway, Germantown, MD 20876, telephone: (301) 916-0742.
F.N.B. Corporation and OBA Financial Services, Inc. and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from OBA Financial Services, Inc. shareholders in connection with the proposed merger. Information concerning such participants' ownership of OBA Financial Services, Inc. common shares will be set forth in the proxy statement/prospectus relating to the merger when it becomes available. This communication does not constitute an offer of any securities for sale.
About F.N.B. Corporation F.N.B. Corporation (NYSE: FNB), headquartered in Pittsburgh, Pennsylvania, is a diversified financial services company operating in six states and three major metropolitan areas. It holds a top retail deposit market share in Pittsburgh, Baltimore, MD, and Cleveland, OH. The Company has total assets of $15.0 billion and more than 280 banking offices throughout Pennsylvania, Ohio, West Virginia and Maryland. F.N.B. provides a full range of commercial banking, consumer banking and wealth management solutions through its subsidiary network which is led by its largest affiliate, First National Bank of Pennsylvania, founded in 1864. Commercial banking solutions include corporate banking, small business banking, investment real estate financing, international banking, business credit, capital markets and lease financing. The consumer banking segment provides a full line of consumer banking products and services including deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services. F.N.B.’s wealth management services include asset management, private banking and insurance. The Company also operates Regency Finance Company, which has more than 70 consumer finance offices in Pennsylvania, Ohio, Kentucky and Tennessee.
The common stock of F.N.B. Corporation trades on the New York Stock Exchange under the symbol “FNB” and is included in Standard & Poor’s SmallCap 600 Index with the Global Industry Classification Standard (GICS) Regional Banks Sub-Industry Index. Customers, shareholders and investors can learn more about this regional financial institution by visiting the F.N.B. Corporation web site at www.fnbcorporation.com.
About OBA Financial Services, Inc. OBA Financial Services, Inc. serves as the holding company for its wholly owned subsidiary, OBA Bank, which has 6 banking offices in Montgomery, Anne Arundel, and Howard Counties. The common stock of OBA Financial Services, Inc. is traded under the trading symbol "OBAF" on the NASDAQ National Market System.