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After acquisition of Metro, F.N.B. will have about $19.6B in assets

A tumultuous year at Metro Bancorp Inc. that included investor gripes, a near-proxy battle and changes in company policies took another turn Tuesday when F.N.B. Corp. of Pittsburgh announced it has agreed to acquire the Swatara Township-based holding company for Metro Bank.

F.N.B., the holding company for First National Bank of Pennsylvania, announced it will acquire the bank for $474 million, or $32.72 per share, and the transaction is expected to be complete by the first quarter of 2016.

Included in the transaction are Metro Bank’s 32 branches in Berks, Cumberland, Dauphin, Lancaster, Lebanon and York counties, $2.4 billion in total deposits and $2.1 billion in total loans.

In the second quarter of 2015, Metro went over $3 billion in assets. At the culmination of the merger, expected in early 2016, F.N.B. estimates it will have about $19.6 billion in assets.

With the acquisition, First National would move up to sixth in deposit market share in Cumberland, Dauphin, Lancaster, Lebanon and York counties, according to statistics from the Federal Deposit Insurance Co. for the 2013-2014 fiscal year.

Currently, it sits at 25th.

In just the Harrisburg market, First National will move from 18th to third in deposit market share.

“These markets have attractive demographics with tremendous revenue potential given the number of retail and commercial prospects,” said Vincent J. Delie Jr., president and CEO of F.N.B. Corp.

In a presentation to investors, F.N.B. said it expects to earn back the money it will spend on the merger within just under five years.

The sale of Metro, which started in 1985 as Pennsylvania Commerce Bank as a sister company to Commerce Bancorp Inc. before becoming Metro in 2009, seemed to have been coming for months.

In spring 2014, three of Metro’s biggest shareholders — including PL Capital LLC of the Chicago area — all publicly called on the company to sell while it had high value, citing concerns with the long-term viability of the company.

In the fall, Richard Lashley, one of the principals at PL Capital, said he would seek a spot on Metro’s board of directors in what was shaping up to be a proxy battle.

The company relented in May and announced it had created a new board spot for Lashley.

Lashley said Tuesday he could not comment on the acquisition. A call to Metro for comment was referred to F.N.B, which scheduled a 2 p.m. conference call.

When the deal is done, F.N.B. will appoint one of Metro’s board members to its board.

F.N.B. has been in acquisition mode for the last three years, concentrating mainly on growing its footprint in Maryland. But in May it announced the acquisition of five central and southeastern Pennsylvania branches of Bank of America, then announced the Metro buy.

F.N.B. Corp. trades on the New York Stock Exchange at the ticker symbol FNB.

Metro trades on the NASDAQ at the ticker symbol METR.

Michael Sadowski

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