F.N.B. CORPORATION ITEM 8.01. OTHER EVENTS
On
Additional Information and Where to Find It
F.N.B. has filed a Registration Statement on Form S-4 with the
BEFORE MAKING ANY VOTING DECISIONS, INVESTORS ARE URGED TO READ THE REGISTRATION
STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE
Investors and security holders will be able to obtain free copies of these
documents, and other documents filed with the
Participants in the Solicitation
F.N.B. and Howard and certain of their directors and executive officers may be
deemed to be participants in the solicitation of proxies from Howard's
stockholders in connection with the proposed merger. Information regarding
F.N.B.'s directors and executive officers is contained in F.N.B.'s Proxy
Statement on Schedule 14A, dated
No Offer or Solicitation
This Current Report on Form 8-K and related communications are not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus that meets the requirements of Section 10 of the Securities Act of 1933, as amended.
Cautionary Statement Regarding Forward-Looking Information
This Current Report on Form 8-K may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act. These forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of F.N.B. and Howard with respect to their planned merger, the strategic benefits and financial benefits of the merger (including anticipated accretion to earnings per share and other metrics) and the timing of the closing of the transaction.
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Forward-looking statements are typically identified by words such as "believe", "plan", "expect", "anticipate", "intend", "outlook", "estimate", "forecast", "will", "should", "project", "goal", and other similar words and expressions. Forward-looking statements are subject to risks, uncertainties and assumptions which may change over time or as a result of unforeseen circumstances. Future events or circumstances may change expectations or outlook and may affect the nature of the assumptions, risks and uncertainties to which forward-looking statement are subject. The forward-looking statements in this Current Report on Form 8-K pertain only to the date hereof, and F.N.B. and Howard disclaim any obligation to update or revise any forward-looking statements, except as required by law. Actual results or future events may differ, possibly materially, from those that anticipated in these forward-looking statements. Accordingly, we caution against placing undue reliance on any forward-looking statements.
Forward-looking statements contained in this Form 8-K are subject to, among others, the following risks, uncertainties and assumptions:
• The possibility that the anticipated benefits of the transaction,
including anticipated cost savings and strategic gains, are not realized
when expected or at all, including as a result of the impact of, or
problems arising from, the integration of the two companies or as a
result of the strength of the economy, competitive factors in the areas
where F.N.B. and Howard do business, or as a result of other unexpected
factors or events;
• Completion of the transaction is dependent on the satisfaction of
customary closing conditions, including approval by Howard stockholders,
which cannot be assured, and the timing and completion of the transaction
is dependent on various factors that cannot be predicted with precision
at this point;
• The occurrence of any event, change or other circumstances that could
give rise to the right of one or both of the parties to terminate the
merger agreement;
• Potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or
completion of the transaction;
• The outcome of any legal proceedings that may be instituted against
F.N.B. or Howard;
• Subsequent federal legislative and regulatory actions and reforms
affecting the financial institutions' industry may substantially impact
the economic benefits of the proposed merger;
• Unanticipated challenges or delays in the integration of Howard's
business into F.N.B.'s and or the conversion of Howard's technology
systems and customer data may significantly increase the expense
associated with the transaction; and
• Other factors that may affect future results of F.N.B. and Howard
including changes in asset quality and credit risk; the inability to
sustain revenue and earnings growth; changes in interest rates and
capital markets; inflation; customer borrowing, repayment, investment and
deposit practices; the impact, extent and timing of technological
changes; capital management activities; and other actions of the Federal
Reserve Board and legislative and regulatory actions and reforms.
These forward-looking statements are also subject to the principal risks and
uncertainties applicable to F.N.B.'s and Howard's respective businesses and
activities generally that are disclosed in F.N.B.'s 2020 Annual Report on Form
10-K and in other documents F.N.B. files with the
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits: Exhibit Number Description 99.1 Press release datedOctober 26, 2021 . 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
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