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Mergers & Acquisitions

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Deal Overview

Buyer:
Eagle Bancorp, Inc.
Actual Acquirer:
EagleBank
Target:
Fidelity & Trust Financial Corporation
Deal Type:
Bank & Thrift Company
Agreement Date:
12/2/2007
Announcement Date:
12/2/2007
Announced Deal Value ($ M):
48.82
Status:
Completed
Completion Date:
8/30/2008
Announced Deal Value Per Share ($ )
11.51

Consideration Breakout
Common Stock ($M) 13.7
Common Stock Issued 1,638,031

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 137.3 59.2
Price / Tangible Book (%) 137.3 59.2
Price / Earnings (x) NM NM
Price / Deposits (%) 13.45 3.71
Price / Assets (%) 10.80 2.96
Tangible Book Premium/ Deposits (%) 5.72 (4.15)
Deal Terms
Description of Consideration

Eagle Bancorp Inc exchanged 0.3894 share of its common stock for each share of Fidelity & Trust Financial Corporation. Target's financials are for Fidelity & Trust Bank. At agreement, the exchange ratio was 0.9202 but it was subject to reduction based upon Fidelity's performance.

Accounting Method Purchase
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? In Market
Goodwill Generated ($ 000) 2,163
Estimated Cost Savings (%) NA
Estimated Cost Savings ($ 000) NA
Est. Restructuring Charges ($ 000) 2,436
Maximum Termination Fee ($ 000) 2,000
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.3894
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 2,305
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Sandler O'Neill & Partners LP
Seller Yes Milestone Advisors LLC
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Kennedy Sutherland LLP
Seller Yes Patton Boggs LLP