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Prospectus ANNAPOLIS BANCORP INC - 10-22-2012

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					                                    UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                                                                 Washington, D.C. 20549


                                                                       FORM 8-K

                                                                 CURRENT REPORT
                                                      Pursuant to Section 13 or 15(d) of the
                                                        Securities Exchange Act of 1934
                                Date of Report (Date of earliest event reported): October 22, 2012



                                            F.N.B. CORPORATION
                                                  (Exact name of registrant as specified in its charter)


                                                                                Florida
                                                               (State or other jurisdiction of incorporation)

                                 001-31940                                                                            25-1255406
                                 (Commission                                                                           (IRS Employer
                                 File Number)                                                                        Identification No.)


                One F.N.B. Boulevard, Hermitage, PA                                                                       16148
                    (Address of Principal Executive Offices)                                                            (Zip Code)

                                                                           (724) 981-6000
                                                          (Registrant’s telephone number, including area code)

                                                                                   N/A
                                                     (Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01     Regulation FD Disclosure.
      On October 22, 2012, F.N.B. Corporation (“FNB”) and Annapolis Bancorp, Inc. (“Annapolis Bancorp”) announced that they entered into
an Agreement and Plan of Merger (the “Merger Agreement”), providing for, among other things, the acquisition by FNB of all outstanding
shares of common stock of Annapolis Bancorp in a stock-for-stock transaction. Under the terms of the Merger Agreement, Annapolis Bancorp
will merge with and into FNB (the “Merger”), and existing Annapolis Bancorp shareholders will become entitled to receive 1.143 shares of
FNB common stock for each share of Annapolis Bancorp stock. In addition, a cash credit-related adjustment provides that shareholders of
Annapolis Bancorp may receive up to an additional $0.36 per share in cash for each share of Annapolis Bancorp common stock they own,
dependent on Annapolis Bancorp’s ability to resolve an agreed-upon credit matter. The Merger is subject to customary closing conditions,
including regulatory approvals and approval from Annapolis Bancorp shareholders.

      Presentation materials concerning the Merger, which will be available on FNB’s website at www.fnbcorporation.com beginning on
October 22, 2012, are attached hereto as Exhibit 99.2 and incorporated herein by reference. The information in this Item 7.01 and Exhibit 99.2
shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933, unless specifically identified as being incorporated therein by reference.

Item 8.01     Other Events.
      On October 22, 2012, FNB and Annapolis Bancorp issued a joint press release announcing the signing of the Merger Agreement. A copy
of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Cautionary Statements 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
of 1995, which contain FNB’s expectations or predictions of future financial or business performance or conditions. Forward-looking
statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,”
“prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or
by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time.
Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements.

      In addition to factors previously disclosed in FNB’s reports filed with the SEC and those identified elsewhere in this filing, the following
factors among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to obtain
regulatory approvals and meet other closing conditions to the Merger, including approval by Annapolis Bancorp shareholders, on the expected
terms and schedule; delay in closing the Merger; difficulties experienced by FNB in expanding into a new market area, including retention of
customers and key personnel of Annapolis Bancorp and its subsidiary BankAnnapolis; difficulties and delays in integrating the FNB and
Annapolis Bancorp businesses or fully realizing cost savings and other benefits; business disruption following the Merger; changes in asset
quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer
acceptance of FNB
products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction,
withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement
integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and 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.

Important Additional Information About the Merger.
    In connection with the Merger, FNB will file with the SEC a Registration Statement on Form S-4 that will include a Proxy Statement of
Annapolis Bancorp and a Prospectus of FNB, as well as other relevant documents concerning the proposed transaction. SHAREHOLDERS OF
ANNAPOLIS BANCORP ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

      A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about FNB and Annapolis Bancorp, may
be obtained at the SEC’s internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from FNB at
www.fnbcorporation.com under the heading “Investor Relations”; or from Annapolis Bancorp at www.bankannapolis.com under the tab
“Investors”, and then under the heading “Documents.” Copies of the Proxy Statement/Prospectus can also be obtained, free of charge, by
directing a request to F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, PA 16148, (724) 983-3431, Attention: David B. Mogle,
Corporate Secretary, or to Annapolis Bancorp, Inc., 1000 Bestgate Road, Suite 400, Annapolis, MD 21401, (410) 224-4455, Attention: Edward
J. Schneider, Chief Financial Officer.

     FNB and Annapolis Bancorp and certain of their directors and executive officers may be deemed to be participants in the solicitation of
proxies from the shareholders of Annapolis Bancorp in connection with the Merger. Information about the directors and executive officers of
FNB is set forth in the proxy statement for FNB’s 2012 annual meeting of shareholders, as filed with the SEC on April 4, 2012. Information
about the directors and executive officers of Annapolis Bancorp is set forth in the proxy statement for Annapolis Bancorp’s 2012 annual
meeting of shareholders, as filed with the SEC on April 13, 2012. Additional information regarding the interests of those participants and other
persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the Merger
when it becomes available.

Item 9.01         Financial Statements and Exhibits.
(d)    Exhibits
99.1     Joint press release of F.N.B. Corporation and Annapolis Bancorp, Inc., dated October 22, 2012
99.2     Presentation materials, dated October 22, 2012
                                                                 SIGNATURES

Pursuant to the requirements of the Securities Exchange act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                                           F.N.B. CORPORATION

                                                                           By:   /s/ James G. Orie
                                                                                 James G. Orie,
                                                                                 Chief Legal Officer

Date: October 22, 2012
                                                         EXHIBIT INDEX

Exhibit No.   Description

    99.1      Joint press release of F.N.B. Corporation and Annapolis Bancorp, Inc., dated October 22, 2012
    99.2      Presentation materials, dated October 22, 2012
                                                                                                                                    Exhibit 99.1




                                                   F.N.B. Corporation Expands Franchise
                                                 with Acquisition of Annapolis Bancorp, Inc.

Joint Press Release
HERMITAGE, PA and ANNAPOLIS, MD, October 22, 2012 — F.N.B. Corporation (NYSE: FNB) and Annapolis Bancorp, Inc.
(NASDAQ: ANNB) jointly announce the signing of a definitive merger agreement pursuant to which F.N.B. Corporation will acquire
Annapolis Bancorp, Inc., the Annapolis-based holding company and parent of BankAnnapolis, in an all stock transaction valued at
approximately $12.09 per share, or $51 million in the aggregate, using the closing stock price as of Friday, October 19, 2012.

The acquisition of the Annapolis-based bank will provide F.N.B. Corporation with $437 million in total assets, including $343 million in total
deposits, $297 million in loans and 8 banking offices in Anne Arundel and Queen Anne’s counties, Maryland. The transaction will create a
four-state banking presence for F.N.B. Corporation, which will have $12.2 billion in assets.

Under the terms of the merger agreement, which has been approved by the boards of directors of both companies, shareholders of Annapolis
Bancorp, Inc. will be entitled to receive 1.143 shares of F.N.B. Corporation common stock for each share of Annapolis Bancorp, Inc. stock.
The exchange ratio is fixed and the transaction is expected to qualify as a tax-free exchange for shareholders of Annapolis Bancorp, Inc. A cash
credit-related adjustment provides that shareholders of Annapolis Bancorp, Inc. may receive up to an additional $0.36 per share in cash for each
share of Annapolis Bancorp, Inc. stock they own, dependent on Annapolis Bancorp, Inc.’s ability to resolve an agreed-upon credit matter.

“This transaction is an attractive market entry opportunity and is consistent with our expansion strategy,” said Vincent J. Delie, Jr., President
and Chief Executive Officer of F.N.B. Corporation. “The favorable demographics and long-term growth potential of Annapolis Bancorp’s core
markets, as well as additional opportunities in the greater Baltimore and Washington D.C. areas, provide a compelling platform to leverage our
successful business model.” Delie continues, “In addition, Annapolis Bancorp is a well-established, respected institution with very strong local
relationships and an excellent customer service culture.”

“Comprehensive and competitive financial products, a proven commitment to local communities and an outstanding record of shareholder
value creation are just a few reasons why F.N.B. is an ideal partner for our shareholders, customers, employees and the communities we serve.
We are confident that they will all benefit immensely from this combination,” said Richard M. Lerner, Chairman and Chief Executive Officer
of Annapolis Bancorp, Inc. and BankAnnapolis.

F.N.B. Corporation expects the merger to be highly accretive on a marginal basis to its earnings per share and slightly accretive to earnings per
share in the first full year (excluding one-time costs). Additionally, the transaction is expected to be neutral to F.N.B. Corporation’s tangible
book value per share.

F.N.B. Corporation and Annapolis Bancorp, Inc. expect to complete the transaction in April 2013, after satisfaction of customary closing
conditions, including regulatory approvals and the approval of the shareholders of Annapolis Bancorp, Inc. Subject to the receipt of requisite
approvals, it is expected that Annapolis Bancorp, Inc. will redeem all of its preferred stock held by the U.S.
Treasury under the Capital Purchase Program prior to closing or it will be extinguished upon closing of the merger.

RBC Capital Markets, LLC acted as financial advisor to F.N.B. Corporation, and Sandler O’Neill + Partners L.P. acted as financial advisor to
Annapolis Bancorp, Inc. and rendered a fairness opinion to the Board of Directors of Annapolis Bancorp, Inc. in conjunction with this
transaction. Reed Smith LLP served as legal counsel to F.N.B. Corporation and Patton Boggs LLP served as legal counsel to Annapolis
Bancorp, Inc.

An investor presentation will be available through the “Shareholder and Investor Relations” section of F.N.B.’s Web site at
www.fnbcorporation.com.

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
F.N.B. Corporation will file a registration statement on Form S-4 with the SEC. The registration statement will include a proxy
statement/prospectus and other relevant documents relating to the merger.

SHAREHOLDERS OF ANNAPOLIS BANCORP, INC. ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT
BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

The proxy statement/prospectus and other relevant materials (when they become available), and any other documents F.N.B. Corporation and
Annapolis Bancorp, Inc. have filed with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors
and security holders may obtain free copies of the documents F.N.B. Corporation has filed with the SEC by contacting James Orie, Chief Legal
Officer, F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, PA 16148, telephone: (724) 983-3317 and free copies of the documents
Annapolis Bancorp, Inc. has filed with the SEC by contacting Edward J. Schneider, Chief Financial Officer, Annapolis Bancorp, Inc., 1000
Bestgate Road, Suite 400, Annapolis, MD 21401, telephone: (410) 224-4455.

F.N.B. Corporation and Annapolis Bancorp, Inc. and certain of their directors and executive officers may be deemed to be participants in the
solicitation of proxies from Annapolis Bancorp, Inc. shareholders in connection with the proposed merger. Information concerning such
participants’ ownership of Annapolis Bancorp, Inc. common stock will be set forth in the proxy statement/prospectus relating to the merger
when it becomes available. This communication does not constitute an offer of any securities for sale.

About F.N.B. Corporation
F.N.B. Corporation, headquartered in Hermitage, PA, is a diversified financial services company with total assets of $11.8 billion. F.N.B.
Corporation is a leading provider of commercial and retail banking, leasing, wealth management, insurance, merchant banking and consumer
finance services in Pennsylvania, Ohio and West Virginia, where it owns and operates First National Bank of Pennsylvania, First National
Trust Company, First National Investment Services Company, LLC, F.N.B. Investment Advisors, Inc., First National Insurance Agency, LLC,
F.N.B. Capital Corporation, LLC, Regency Finance Company and F.N.B. Commercial Leasing. It also operates consumer finance offices in
Kentucky and Tennessee.
About Annapolis Bancorp, Inc.
Annapolis Bancorp, Inc. is the holding company for BankAnnapolis (the Bank), a federally insured, community-oriented bank, and the only
independent commercial bank headquartered in Annapolis, Maryland. The Bank operates as a full-service commercial bank from its
headquarters in Annapolis and its seven branches located in Anne Arundel County, Maryland, and one branch located on Kent Island in Queen
Anne’s County, Maryland.

Forward-looking Statements
This joint press release of F.N.B. Corporation and Annapolis Bancorp, Inc. contains “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act, relating to present or future trends or factors affecting the banking industry and, specifically, the
financial operations, markets and products of F.N.B. Corporation and Annapolis Bancorp, Inc. 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. These forward-looking statements involve certain risks and uncertainties. In addition to
factors previously disclosed in F.N.B. Corporation’s and Annapolis Bancorp, Inc.’s reports filed with the SEC and those identified elsewhere in
this filing, the following factors among others, could cause actual results to differ materially from forward-looking statements or historical
performance: ability to obtain regulatory approvals and meet other closing conditions to the Merger, including approval by Annapolis Bancorp,
Inc. shareholders, on the expected terms and schedule; delay in closing the Merger; difficulties experienced by F.N.B. Corporation in
expanding into a new market area, including retention of customers and key personnel of Annapolis Bancorp, Inc. and its subsidiary
BankAnnapolis; difficulties and delays in integrating the F.N.B. Corporation and Annapolis Bancorp, Inc. businesses or fully realizing cost
savings and other benefits; business disruption following the Merger; changes in asset quality and credit risk; the inability to sustain revenue
and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of F.N.B. Corporation’s products and
services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success
and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and
other consequences associated with mergers, acquisitions and divestitures; economic conditions; and 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. F.N.B. Corporation and Annapolis Bancorp, Inc. undertake no obligation to revise these forward-looking statements or to reflect
events or circumstances after the date of this press release.

                                                                       ###

                                                                                                        Analyst/Institutional Investor Contact:
                                                                                                                             F.N.B. Corporation
                                                                                                               Cynthia Christopher 724-983-3429
                                                                                                                             724-815-3926 (cell)
                                                                                                                         christoc@fnb-corp.com

                                                                                                                                  Media Contact:
                                                                                                                             F.N.B. Corporation
                                                                                                                      Jennifer Reel 724-983-4856
                                                                                                                              724-699-6389 (cell)
                                                                                                                               reel@fnb-corp.com
F.N.B. Corporation
Announces Agreement to Acquire
Annapolis Bancorp, Inc.
October 22, 2012
Exhibit 99.2
Cautionary Statement Regarding Forward-Looking Information
and Non-GAAP Financial Information
2
F.N.B.
Corporation
and
Annapolis
Bancorp,
Inc.
will
file
a
proxy
statement/prospectus
and
other
relevant
documents
with
the
SE
C
in
connection
with
the
merger.
SHAREHOLDERS OF ANNAPOLIS BANCORP, INC. ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES
AVAILABLE AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS,
BECAUSE THEY WILL
CONTAIN IMPORTANT
INFORMATION.
The proxy statement/prospectus and other relevant materials (when they become available), and any other documents F.N.B. Corporation has filed
with
the
SEC,
ma
y
be
obtained
free
of
charge
at
the
SEC's
website
at
www.sec.gov.
In
addition,
investors
and
security
holders
ma
y
obtain
free
copies
of
the documents F.N.B. Corporation has filed with the SEC by contacting James Orie, Chief Legal Officer, F.N.B. Corporation, One F.N.B.
Boulevard,
Hermitage, PA 16148, telephone: (724) 983-3317; and free copies of the documents Annapolis Bancorp, Inc. has filed with the SEC by contacting
Edward
Schneider, Treasurer and CFO, Annapolis Bancorp, Inc., 1000 Bestgate Road, Suite 400, Annapolis, MD 21401, telephone: (410) 224-4455.
F.N.B.
Corporation
and
Annapolis
Bancorp,
Inc.
and
certain
of
their
directors
and
executive
officers
ma
y
be
deeme
d
to
be
participants
in the solicitation of proxies from its shareholders in connection with the proposed merger. Information concerning such participants' ownership of
Annapolis
Bancorp,
Inc.
commo
n
stock
will
be
set
forth
in
the
proxy
statement/prospectus
relating
to
the
merger
whe
n
it
becomes
available.
This
communication
does
not
constitute
an
offer
of
any
securities
for
sale.
This presentation contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act, relating to present or future
trends or factors affecting the banking industry and, specifically, the financial operations, markets and products of F.N.B. Corporation. 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. These forward-looking statements involve certain risks and uncertainties. In addition to factors
previously disclosed in F.N.B. Corporation’s reports filed with the SEC and those identified elsewhere in this presentation, the following factors among others,
could cause actual results to differ materially from forward-looking statements or historical performance: ability to obtain regulatory approvals and meet
other closing conditions to the Merger, including approval by Annapolis Bancorp, Inc. shareholders, on the expected terms and schedule; delay in closing the
Merger; difficulties experienced by F.N.B. Corporation in expanding into a new market area, including retention of customers and key personnel of Annapolis
Bancorp, Inc. and its subsidiary BankAnnapolis; difficulties and delays in integrating the F.N.B. Corporation and Annapolis Bancorp, Inc. businesses or fully
realizing cost savings and other benefits; business disruption following the Merger; changes in asset quality and credit risk; the inability to sustain revenue
and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of F.N.B. Corporation’s products and services; customer
borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business
initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated
with mergers, acquisitions and divestitures; economic conditions; and 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. F.N.B. Corporation undertakes no obligation
to revise these forward-looking statements or to reflect events or circumstances after the date of this presentation.
ADDITIONA
L
INFORMATIO
N
ABOU
T
TH
E
MERG
ER
Natural progression
Consistent with stated expansion strategy
Market opportunity
Attractive demographics
Significant commercial banking opportunities
Excellent retail and wealth opportunities
Access to greater Baltimore and Washington
D.C. markets
Execute FNB’s scalable, proven business
model and strong sales management culture
Establishes a 5
th
FNB region (refer to page 5)
Attractive partner
ANNB is a relationship-focused bank with
strong community ties and presence
Opportunity Overview
3
Source:
Deposit
and
demographic
data
per
SN
L
Financial;
deposits
as
of
June
30,
2012
(1) Includes branch opened October, 2012 in Waugh Chapel
County
Branches
Deposits in
Market ($000)
HH Income
($ -
2011)
Anne Arundel, MD
(1)
7
298,251
79,692
Queen Anne’s, MD
1
45,107
72,774
FNB Current Wtd Avg. by County
42,332
Attractive Market Entry Opportunity
Markets conducive to FNB’s model
Annapolis Bancorp (ANNB) (8 branches)
(1)
F.N.B. (FNB) (266 branches)
Market Opportunity
4
9,693
25,379
35,072
10,000
15,000
20,000
25,000
30,000
35,000
40,000
>$5 million
$1
$5 million
Total
Revenu
e
0
5,000
-
Numbe
r
of
Commercial
Companie
s
Within
50-Mile
Radius
of
ANN
B
(2)

Leverage FNB’s core competencies and proven business model in a high growth market
Execute FNB’s scalable, cross-functional sales management process
Regional model with local decision making, market leaders, credit authority and functional support
Competitive environment : Similar to FNB’s larger markets
Future
opportunity
for
expansion:
25
identified
banks
in
close
proximity
(1)
Attractive markets present commercial and retail opportunities
Strong demographics present retail, wealth management, private banking and insurance opportunities
Strong commercial opportunities with access to more than 35,000 companies within 50-mile radius
(1)
Source: SNL Financial; Includes banks with assets between $200 million and $5 billion with NPA’s/assets<4%; Excludes MHC’s, merger targets and
banks with 5 or fewer branches
(2)
Source: Hoover’s; Includes companies within a 50-mile radius of ANNB headquarters with revenue >$5 million, between $1 and $5 million and
total companies with revenue >$1 million
5

FNB’s Regional Model
The ANNB transaction will
create a 5
th
FNB region
Benefits of a regional model
Local established
management team with
strong ties to region
Local decision making
Leverage newly created
regional hub to integrate
future acquisitions
Regional Model
Northwest Region
Pittsburgh Region
Central Region
Capital Region
Newly Created
Maryland Region
FNB Regions
(1)
Based on FNB stock price as of Friday, October 19, 2012
(2)
Subject to incremental cash pay-out for potential credit-related adjustment
(3)
Dependent upon credit related adjustment
(4)
Excluding one-time costs

Transaction Overview
6
Consideration
$12.09
(1)
per Annapolis Bancorp share
Fixed 1.143x exchange ratio
100% stock
(2)
Credit Related
Adjustment
Maximum additional cash consideration of up to $0.36 per share in cash based
on Annapolis Bancorp’s ability to resolve an agreed upon credit matter
Gross Credit Mark
5% -
6% of loans
(3)
Detailed Due Diligence
Completed
Required Approvals
Customary regulatory and Annapolis Bancorp shareholders
Expected Closing
April 2013
TARP
Repayment
Annapolis Bancorp intends to redeem its $4 million of remaining TARP prior to
closing, subject to Treasury approval
Financial Impact
Neutral to tangible book value per share
Highly accretive on a marginal basis to earnings per share
Slightly
accretive
to
total FNB earnings
per
share
in
the
first
full
year
(4)
7


Appendix
8
Annapolis Bancorp (8 branches)
$297 Million Loan Portfolio
$343 Million of Deposits
Source: SNL Financial and public filings as of June 30, 2012.

Annapolis Bancorp, Inc. Financial Overview
Consumer
3
%
C&
D
13
%
CR
E
41
%
C&I
16
%
Home Equity
12
%
1-4 Family
16
%
5.66%
Yield:
Savings
38
%
Time
Deposits
21
%
NO
W
10
%
Mone
y
Market
15
%
Noninterest
Bearing
16
%
0.47%
Cost:
Annapolis Bancorp, Inc. Financial Highlights
9
Source: SNL Financial and public filings.
($ in millions, except EPS)
Year Ended December 31
Quarter Ended
2008
2009
2010
2011
03/31/12
06/30/12
Balance Sheet
Total Assets
$395
$444
$432
$442
$441
$437
Gross Loans
268
282
280
290
301
297
Total Deposits
301
350
341
350
347
343
Loans / Deposits
89
%
80
%
82
%
83
%
87
%
87
%
Capital
TAR
P
$0
$8
$8
$8
$8
$4
Common Equity
27
25
27
29
30
31
TCE / TA
6.8%
5.5%
6.2%
6.6%
6.8%
7.0%
Tier 1 Ratio
11.4
12.5
12.8
12.8
12.7
11.8
Total Capital Ratio
12.6
13.7
14.1
14.0
14.0
13.1
Leverage Ratio
8.4
8.6
9.1
9.4
9.6
8.8
Income Statement
Net Income
$1.4
($1.7)
$1.6
$2.2
$0.8
$0.9
ROA
A
0.38%
(0.38%)
0.37%
0.50%
0.75%
0.83%
ROA
E
5.4
(5.2)
4.7
6.1
8.7
10.4
Net Interest Margin
3.6
3.3
3.7
3.9
3.8
3.9
Efficiency Ratio
70
76
72
69
67
65
Fee Income / Revenue
12
12
11
10
10
10
EP
S
$0.35
($0.56)
$0.29
$0.39
$0.18
$0.21
Asset Quality
Reserves / Loans
1.54%
2.81%
2.45%
2.47%
2.25%
2.32%
NPAs / Assets
1.64
4.35
2.35
1.88
1.94
1.97
NCOs / Avg. Loans
0.21
1.00
1.16
0.64
0.79
(0.04)

				
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