Item 8.01 Other Events..
On
**** Cautionary Statement Regarding Forward-Looking Information This Current Report on Form 8-K, and the document filed herewith, 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 F.N.B. and Howard with respect to their planned merger, the strategic benefits and financial benefits of the merger, including the expected impact of the transaction on the combined company's future financial performance (including anticipated accretion to earnings per share and other metrics), and the timing of the closing of the transaction. 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 statements are subject. The forward-looking statements in this Current Report on Form 8-K pertain only to the date hereof, and F.N.B. 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 are 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, and the document filed herewith, are subject to, among others, the following risks, uncertainties and assumptions: ? The possibility that the anticipated benefits of the transaction, 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 F.N.B. and Howard do business, or as a
result of other unexpected factors or events;
? Completion of the transaction is dependent on the satisfaction of customary
closing conditions, including approval by Howard stockholders, which cannot be
assured, and the timing and completion of the transaction is dependent on
various factors that cannot be predicted with precision at this point;
? The occurrence of any event, change or other circumstances that could give rise
to the right of one or both of the parties to terminate the merger agreement;
? Completion of the transaction is subject to bank regulatory approvals and such
approvals may not be obtained in a timely manner or at all or may be subject to
conditions which may cause additional significant expense or delay the
consummation of the merger transaction;
? Potential adverse reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of the
transaction;
? The outcome of any legal proceedings that may be instituted against F.N.B. 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
F.N.B.'s and or the conversion of Howard's technology systems and customer data
may significantly increase the expense associated with the transaction; and
? Other factors that may affect future results of F.N.B. 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 the
actions and reforms.
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These forward-looking statements are also subject to the principal risks and
uncertainties applicable to F.N.B.'s and Howard's respective businesses and
activities generally that are disclosed in F.N.B.'s 2020 Annual Report on Form
10-K and in other documents F.N.B. files with the
Additional Information About the Merger and Where to Find It
This Form 8-K is being made in respect of the proposed merger transaction
between F.N.B. and Howard. In connection with the proposed merger, F.N.B. will
file a registration statement on Form S-4 with the
INVESTORS 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
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or 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 such jurisdiction.
The proxy statement/prospectus and other relevant materials (when they become
available), and any other documents F.N.B. and Howard have filed with the
Participants in the Solicitation
F.N.B. 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
F.N.B.'s directors and executive officers is contained in F.N.B.'s Proxy
Statement on Schedule 14A, dated
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Joint Press Release datedJuly 13, 2021 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
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