F.N.B. Corporation and Howard Bancorp announced the signing of a definitive merger agreement for FNB to acquire Howard, including its wholly-owned banking subsidiary, Howard Bank, in an all-stock transaction valued at $21.96 per share, or a fully diluted market value of approximately $418 million, based upon the closing stock price of FNB as of Monday, July 12, 2021.

Howard, based in Baltimore, Maryland, had approximately $2.6 billion in total assets, $2.0 billion in total deposits and $1.9 billion in total loans and leases at March 31, 2021, and operates 13 full-service banking offices in Baltimore and the greater Washington, D.C., area. This strategically significant merger will enhance FNB's growth trajectory and deepen FNB's long-standing presence in its dynamic Mid-Atlantic Region, which includes Maryland, the Washington, D.C., metropolitan area and northern Virginia.

Following the proposed merger with Howard, on a pro-forma basis, FNB will have approximately $41 billion in total assets, $32 billion in deposits and $27 billion in total loans. Under the terms of the merger agreement, which has been unanimously approved by the Boards of Directors of both companies, stockholders of Howard will be entitled to receive 1.8 shares of FNB common stock for each share of Howard common stock they own. The exchange ratio is fixed, and the transaction is expected to qualify as a tax-free exchange for Howard's stockholders. Simultaneously with the parent company merger, Howard Bank will merge with and into FNB's subsidiary, First National Bank of Pennsylvania.

Vincent J. Delie, Jr., Chairman, President and Chief Executive Officer of F.N.B. Corporation stated, "FNB and Howard share a deep cultural commitment to client and community service. Combined, we will have the sixth largest deposit share in the Baltimore market, reinforcing our strong presence and presenting our organizations with the opportunity to deliver an enhanced experience for our customers, communities and dedicated teams."

"Howard Bank has long committed to building our relevance to our stakeholders as well as our impact on our communities. FNB, in turn, has a long-standing reputation in Maryland as a premier financial institution that is similarly committed to building meaningful relationships with its clients and communities," said Mary Ann Scully, Chairman and Chief Executive Officer of Howard Bancorp, Inc. "Our partnership will add enviable scale and greater access to a comprehensive set of products, services and broader in-market expertise that we believe will result in an enhanced customer experience for both our core commercial base and our growing retail clientele."

FNB expects the merger to be 4% accretive to earnings per share with fully phased-in cost savings on a GAAP basis and expects the merger to enhance FNB's profitability metrics. Additionally, FNB anticipates the tangible book value per common share impact to be minimal and expects the CET1 ratio to remain unchanged on a pro forma basis at closing.

FNB and Howard expect to complete the transaction and integration in early 2022 after satisfaction of customary closing conditions, including regulatory approvals and the approval of Howard's stockholders.

Morgan Stanley & Co. LLC served as financial advisor and Reed Smith LLP served as legal counsel to FNB. Keefe, Bruyette & Woods, A Stifel Company, served as financial advisor and Nelson Mullins Riley & Scarborough LLP served as legal counsel to Howard.