First Natl Bancshares Fla (NYSE:FLB)
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Fifth Third Announces Acquisition of First National Bankshares of
Florida, Inc.
CINCINNATI, Aug. 2 /PRNewswire-FirstCall/ -- Fifth Third Bancorp (NASDAQ:FITB)
and First National Bankshares of Florida, Inc. (NYSE:FLB) announced today the
signing of a definitive agreement in which Fifth Third will acquire First
National Bankshares and its subsidiaries, headquartered in Naples, Florida.
First National's presence, including pending acquisitions, will include
approximately $5.3 billion in total assets, $3.9 billion in total deposits, and
77 full-service banking centers located primarily in the fast- growing markets
of Orlando, Tampa Bay, Sarasota, Naples and Fort Myers. First National is the
largest bank holding company headquartered in the state of Florida.
(Logo: http://www.newscom.com/cgi-bin/prnh/19991117/FITBLOGO )
Fifth Third President & CEO George A. Schaefer, Jr., states, "This acquisition
provides Fifth Third with a tremendous opportunity in the state of Florida,
among the fastest growing deposit markets in the United States. Gary Tice,
Kevin Hale and Garrett Richter have built a high quality franchise in an
attractive region. We're pleased that the foundation they have built will
easily complement Fifth Third's affiliate bank operating model. We entered
this market in 1989 and under the leadership of Colleen Kvetko, have grown our
Naples franchise to 16 full-service locations and $1 billion in assets. We're
confident that First National's expanding presence - and the combined
leadership team - will be an integral part of the Bank's continuing growth.
When the acquisition is complete, Fifth Third will have over 90 Banking Centers
and over $6 billion in managed assets in Florida. We believe this is an
excellent opportunity for customers, shareholders and employees alike."
Gary Tice, Chairman and CEO, First National, states, "We are extremely proud to
partner with an organization as successful as Fifth Third. They have an
exceptional long-term track record of delivering shareholder value. We share
the same core values and all of our stakeholders will benefit from the expanded
resources, emphasis on local market decision making and dedication to
individual communities at Fifth Third."
Under the terms of the agreement, which has been approved by both boards of
directors, First National shareholders will receive .5065 shares of Fifth Third
common stock for each share of First National. Based on the price of Fifth
Third shares at the close of business on Friday July 30, 2004, the transaction
is valued at $25.00 per First National share, for a total transaction value of
approximately $1.58 billion, inclusive of pending acquisitions. Including
pending acquisitions, First National is expected to have approximately 63
million diluted shares outstanding. The acquisition is expected to close in the
first quarter of 2005 and is subject to normal regulatory approvals in addition
to the approval of First National's shareholders.
The companies expect the transaction to break even in 2005, under modest share
repurchase assumptions and without revenue synergies, and generate
approximately $50 million in annual pre-tax expense reductions following
completion, with 75 percent to be realized in 2005 and 100 percent thereafter.
These savings equal 35 percent of First National's annualized expense base. The
companies expect one-time costs, including acquisition-related and
restructuring charges will not exceed $100 million on a pre-tax basis over the
integration period. Additional information regarding First National, Fifth
Third and the terms of this transaction is available in a presentation on the
investor relations section of Fifth Third's website at http://www.53.com/.
First National Bankshares of Florida, Inc. is a diversified financial services
company headquartered in Naples, Florida. The company currently has
approximately $4.1 billion in assets and operates 59 full-service financial
centers throughout Southwest and Central Florida. The company provides a broad
range of traditional community banking services through its subsidiary bank,
First National Bank of Florida. It also provides a complete line of personal
and commercial insurance through its insurance agency affiliate Roger Bouchard
Insurance, Inc. as well as a full line of investment, trust and wealth
management services through its affiliate First National Wealth Management
Company. First National Bankshares of Florida's stock is traded on the New York
Stock Exchange under the symbol "FLB."
Fifth Third Bancorp is a diversified financial services company headquartered
in Cincinnati, Ohio. The Company has $95.6 billion in assets, operates 17
affiliates with 995 full-service Banking Centers, including 130 Bank Mart(R)
locations open seven days a week inside select grocery stores and 1,849
Jeanie(R) ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida,
Tennessee and West Virginia. The financial strength of Fifth Third's Ohio and
Michigan banks continues to be recognized by rating agencies with deposit
ratings of AA- and Aa1 from Standard & Poor's and Moody's, respectively.
Additionally, Fifth Third Bancorp continues to maintain the highest short-term
ratings available at A-1+ and Prime-1, and is recognized by Moody's with one of
the highest senior debt ratings for any U.S. bank holding company of Aa2. Fifth
Third operates four main businesses: Retail, Commercial, Investment Advisors
and Fifth Third Processing Solutions. Investor information and press releases
can be viewed at http://www.53.com/. The company's common stock is traded
through the NASDAQ(R) National Market System under the symbol "FITB."
This release may contain forward-looking statements about Fifth Third Bancorp,
First National Bankshares and/or the combined company within the meaning of
Sections 27A of the Securities Act of 1933, as amended, and Rule 175
promulgated thereunder, and 21E of the Securities Exchange Act of 1934, as
amended, and Rule 3b-6 promulgated thereunder, that involve inherent risks and
uncertainties. This press release may contain certain forward-looking
statements with respect to the financial condition, results of operations,
plans, objectives, future performance and business of Fifth Third Bancorp,
First National Bankshares and/or the combined company including statements
preceded by, followed by or that include the words or phrases such as
"believes," "expects," "anticipates," "plans," "trend," "objective,"
"continue," "remain" or similar expressions or future or conditional verbs such
as "will," "would," "should," "could," "might," "can," "may" or similar
expressions. There are a number of important factors that could cause future
results to differ materially from historical performance and these forward-
looking statements. Factors that might cause such a difference include, but are
not limited to: (1) competitive pressures among depository institutions
increase significantly; (2) changes in the interest rate environment reduce
interest margins; (3) prepayment speeds, loan origination and sale volumes,
charge-offs and loan loss provisions; (4) general economic conditions, either
national or in the states in which Fifth Third, First National Bankshares
and/or the combined company do business, are less favorable than expected; (5)
political developments, wars or other hostilities may disrupt or increase
volatility in securities markets or other economic conditions; (6) changes and
trends in the securities markets; (7) legislative or regulatory changes or
actions, or significant litigation, adversely affect Fifth Third, First
National Bankshares and/or the combined company or the businesses in which
Fifth Third, First National Bankshares and/or the combined company are engaged;
(8) difficulties in combining the operations of First National Bankshares
and/or other acquired entities and (9) the impact of reputational risk created
by the developments discussed above on such matters as business generation and
retention, funding and liquidity. We undertake no obligation to release
revisions to these forward-looking statements or reflect events or
circumstances after the date of this release. Further information on other
factors which could affect the financial results of Fifth Third after the
merger are included in Fifth Third's and First National Bankshares' filings
with the Securities and Exchange Commission. These documents are available free
of charge at the Commission's website at http://www.sec.gov/ and/or from Fifth
Third or First National Bankshares.
Investors and security holders are advised to read the proxy
statement/prospectus regarding the transaction referenced in this document when
it becomes available, because it will contain important information. The proxy
statement/prospectus will be filed with the Commission by Fifth Third Bancorp
and First National Bankshares. Security holders may receive a free copy of the
proxy statement/prospectus (when available) and other related documents filed
by Fifth Third Bancorp and First National Bankshares at the Commission's
website at http://www.sec.gov/ and/or from Fifth Third Bancorp and First
National Bankshares.
First National Bankshares and its executive officers and directors may be
deemed to be participants in the solicitation of proxies from stockholders of
First National Bankshares with respect to the transaction contemplated by the
definitive agreement. Information regarding such officers and directors is
included in First National Bankshares' proxy statement for its 2004 Annual
Meeting of Shareholders filed with the Commission on March 12, 2004. This
document is available free of charge at the Commission's website at
http://www.sec.gov/ and/or from First National Bankshares.
http://www.newscom.com/cgi-bin/prnh/19991117/FITBLOGO
http://photoarchive.ap.org/
DATASOURCE: Fifth Third Bancorp
CONTACT: Fifth Third Bancorp, Bradley S. Adams (Analysts),
+1-513-534-0983, or Roberta R. Jennings (Media), +1-513-579-4153; First
National Bankshares, Clay W. Cone (Media), +1-239-436-1676
Web site: http://www.53.com/