공시 • Jul 01
Peoples Financial Services Corp. (NasdaqGS:PFIS) completed the acquisition of FNCB Bancorp, Inc. (NasdaqCM:FNCB) in an all-stock transaction.
Peoples Financial Services Corp. (NasdaqGS:PFIS) signed a letter of intent to acquire FNCB Bancorp, Inc. (NasdaqCM:FNCB) in an all-stock transaction on March 10, 2023. Peoples Financial Services Corp. entered into an agreement to acquire FNCB Bancorp, Inc. for approximately $130 million in an all-stock transaction on September 27, 2023. Under the terms of the transaction, each share of the common stock of FNCB issued and outstanding shall be converted into the right to receive 0.1460 shares of the common stock of PFIS. Holders of FNCB Common Stock will receive cash in lieu of fractional shares. Post closing, the shareholder ownership split would be approximately 71% for Peoples and 29% for FNCB and as a result of the agreement, FNCB will merge with and into PFIS. Post completion, the combined bank holding company will operate under the name “Peoples Financial Services Corp.” and will trade under the Peoples ticker symbol “PFIS” on the Nasdaq Stock Market. The combined bank will operate under the “Peoples Security Bank and Trust Company” brand. The Merger Agreement provides certain termination rights for both Peoples and FNCB and further provides that a termination fee of $4.8 million will be payable by either Peoples or FNCB in the event of termination. Craig W. Best will serve as Chief Executive Officer, Gerard A. Champi as President, Thomas P. Tulaney and James M. Bone Jr. as Chief Operating Officers, John R. Anderson, III as Chief Financial Officer. Following one-year of closing, Craig W. Best will voluntarily resign as Chief Executive Officer of the Surviving Bank, but remain a member of the Board of Directors, Gerard A. Champi will be appointed to the position of Chief Executive Officer and Thomas P. Tulaney will retain his position of Chief Operating Officer and will be appointed to also serve as President. The combined bank holding company's board of directors will have 16 directors, consisting of eight directors from Peoples and eight directors from FNCB with Peoples’ current Chairman William E. Aubrey, II serving as Chairman of the combined board of directors and FNCB's current Chair, Louis DeNaples, Sr., will serve as Vice Chair of the combined board of directors.
The transaction is subject to shareholder approvals of PFIS and FNCB, regulatory approvals including the approval of the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, and the Pennsylvania Department of Banking and Securities, authorization for listing on NASDAQ the shares of Peoples Common Stock and all statutory waiting periods in respect thereof having expired or been terminated, effectiveness of the registration statement on Form S-4, receipt by each party of an opinion of legal counsel to the effect that on the basis of facts, representations and assumptions set forth or referred to in such opinion, the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The respective Boards of Directors of PFIS and FNCB have unanimously approved the agreement. Each of the Peoples and FNCB boards of directors unanimously recommends that holders of common stock vote for the merger. As of June 14, 2024 Peoples Financial Services Corp. and FNCB Bancorp, Inc. receipt of all required regulatory approvals or waivers necessary to complete the previously announced merger. The merger of Peoples Financial Services Corp and FNCB Bancorp, Inc. was approved at the special meetings of their respective shareholders held on March 22, 2024. As of April 25, 2024, The proposed strategic combination is expected to close in the second half of 2024. As of June 14, 2024 The merger is expected to close on July 1, 2024, pending satisfaction of customary closing conditions.
Cedar Hill Advisors, LLC acted as financial advisor to Peoples in the transaction. D.A. Davidson & Co. acted as financial advisor to Peoples and delivered a fairness opinion to the Board of Directors of Peoples. Donald R. Readlinger and Zayne R. Tweed of Troutman Pepper Hamilton Sanders LLP served as legal counsel to Peoples. Frank Sorrentino of Stephens Inc. acted as financial advisor to FNCB and delivered a fairness opinion to the Board of Directors of FNCB. Jeremiah G. Garvey, Seth Popick and Edgar G. Rapoport of Cozen O’Connor served as transaction legal counsel to FNCB and Stevens & Lee served as regulatory legal counsel to FNCB. Troutman Pepper Hamilton Sanders LLP acted as due diligence provider to Peoples. Cozen O'Connor acted as due diligence provider to FNCB. Stephens is entitled to receive from FNCB reimbursement of its expenses and a fee in the amount of 1.25% of the aggregate transaction consideration as of the closing of the proposed merger for its services as financial advisor to FNCB. Stephens also received a fee in the amount of $215,000 from FNCB upon rendering its fairness opinion. Regan & Associates, Inc. acted as proxy solicitor to Peoples for a fee of $25,000. American Stock Transfer & Trust Company, LLC acted as transfer agent to Peoples common stock.
Peoples Financial Services Corp. (NasdaqGS:PFIS) completed the acquisition of FNCB Bancorp, Inc. (NasdaqCM:FNCB) in an all-stock transaction on July 1, 2024. All branches of the combined company will operate under the Peoples banner after the integration is completed. The combined company will trade under Peoples ticker symbol (PFIS) on the Nasdaq Global Select Stock Market.