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Deal Overview
Buyer:
FNB Corp.
Actual Acquirer:
FNB Corp.
Target:
Rowan Bancorp, Inc.
Deal Type:
Bank & Thrift Company
Announcement Date
2/11/2002
Announced Deal Value ($M)
21.8
Status
Completed
Completion Date
8/1/2002
Announced Deal Value Per Share ($)
35.84
Consideration Breakout
Cash ($M)
12.8
Common Stock ($M)
10.4
Common Stock Issued
673,000
Deal Pricing Ratios
Announcement
Completion
Price / Book (%)
199.1
213.5
Price / Tangible Book (%)
199.1
213.5
Price / Earnings (x)
30.4
30.9
Price / Deposits (%)
22.59
23.99
Price / Assets (%)
18.79
20.00
Tangible Book Premium/ Deposits (%)
15.56
17.24
Deal Terms
Description of Consideration
For each share held, Rowan stockholders received either $36.00 in cash or 1.4952 shares of FNB common stock and about $13.30 in cash. Terms were subject to the condition that 45% of Rowan's shares be exchanged for stock.
Accounting Method
Purchase
In-State Transaction?
Yes
Merger of Equals?
No
Geographic Expansion?
Market Expansion
Goodwill Generated ($000)
10,500
Estimated Cost Savings (%)
NA
Estimated Cost Savings ($000)
NA
Est. Restructuring Charges ($000)
NA
Maximum Termination Fee ($000)
0
Minimum Termination Fee ($000)
NA
Exchange Ratio (Common For Common)
2.3715
Exchange Ratio (Common For Preferred)
NM
Exchange Ratio (Preferred For Common)
NM
Exchange Ratio (Preferred For Preferred)
NM
Lockup Agreement
Yes
Strike Price ($)
26.2500
% of Shares Outstanding
19.90
Shares Under Option
112,610
Core Deposit Intangibles ($000)
2,300
Deal Advisers - Financial Advisers
Party Advised
Adviser Hired?
Firm Name
Buyer
Yes
Keefe Bruyette & Woods Inc.
Seller
Yes
KeyBanc Capital Markets Inc.
Deal Advisers - Legal Counsel
Party Advised
Adviser Hired?
Firm Name
Buyer
Yes
Schell Bray Aycock Abel
Seller
Yes
Gaeta & Eveson PA
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