A western Pennsylvania-based bank plans to acquire the Clarks Summit-based parent company of Community Bank & Trust for approximately $70 million.
Hermitage-based FNB Corp. and Comm Bancorp Inc. announced the agreement Monday. Comm Bancorp shareholders will receive a combination of stock and cash in the deal, expected to close by the end of the year.
FNB is not a stranger to the area, having acquired State College-based Omega Financial Corp. in 2007 and picking up seven offices in the metro area, mostly in Luzerne County.
The acquisition will position FNB as a major player in the region, giving it a combined 17 banking offices distributed through Lackawanna, Luzerne and Wyoming counties.
The merged bank will be the eighth-largest bank in the Scranton/Wilkes-Barre metropolitan area, according to 2009 deposit market share data provided by the Federal Deposit Insurance Corp. As of 2009, FNB was the 18th largest bank by market share in the area, and Community Bank & Trust was the 10th-largest bank in the region.
Bank equities analyst Andrew W. Stapp of B. Riley & Co., who covers FNB, learned of the acquisition via his smart phone after 5 p.m. Monday. He turned his car around and returned to his office to research the deal. But it did not come as a total surprise since the bank had its eyes east for years.
“FNB Corp. has said they were interested in acquiring banks east of the Susquehanna River, where they feel markets are more robust,” he said.
With a market penetration in both Luzerne and Lackawanna counties, FNB Corp. will be a major force in the already competitive local bank market. The $8.8 billion-asset company has approximately 224 offices stretching across Pennsylvania and into Ohio. Comm Bancorp has 15 offices and assets of $642 million.
Stapp characterized FNB Corp. as a “good, solid company” in a “sweet spot” of bank size – not really a big bank, but larger than many community banks.
“FNB is small enough to out-maneuver a big bank such as PNC and offer high-touch banking,” Stapp said. “They behave more like a community bank strong in commercial lending and relationship banking.”
The board of directors of both companies unanimously approved the deal. But it must go before Comm Bancorp shareholders for a vote and receive regulatory approval. Comm Bancorp shareholders will receive 3.4545 shares of FNB stock for each of their shares plus $10 per share.
The purchase price represents a premium of $15.40 per share based upon each bank’s closing price Aug. 6: FNB at $8.50 and Comm Bancorp at $23.99. Comm Bancorp shares had been as high as $39 in the last year, but were battered by losses the third and fourth quarters of 2009. The bank returned to profitably in 2010. However, it was forced in May by the Federal Reserve Board to restate earnings.
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