Item 8.01. Other Events
Additional Information and Where to Find It
FNB 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 BY FNB OR HOWARD 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
FNB 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 FNB's
directors and executive officers is contained in FNB's Proxy Statement on
Schedule 14A, dated
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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 contains "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 FNB and Howard with respect to the timing of the closing of the Merger.
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 FNB 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:
• Completion of the Merger is dependent on the satisfaction of customary closing conditions, including approval by Howard stockholders, which cannot be assured; • The possibility that the anticipated benefits of the Merger, 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 FNB and Howard do business, or as a result of other unexpected factors or events;
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• Potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Merger; • The outcome of any legal proceedings that may be instituted against FNB 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 FNB's and or the conversion of Howard's technology systems and customer data may significantly increase the expense associated with the Merger; and • Other factors that may affect future results of FNB 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 theFederal Reserve Board and legislative and regulatory actions and reforms.
These forward-looking statements are also subject to the risks and uncertainties
disclosed in the proxy statement/prospectus and to the risks and uncertainties
applicable to FNB's and Howard's respective businesses and activities generally
that are disclosed in FNB's 2020 Annual Report on Form 10-K and in other
documents FNB files with the
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