BETHESDA, Md., Dec. 2 /PRNewswire-FirstCall/ -- On December 2, 2007, Eagle
Bancorp Inc. (Nasdaq: EGBN), the parent company of EagleBank ("Eagle"), and
Fidelity & Trust Financial Corporation, parent of Fidelity & Trust Bank
("Fidelity") signed a definitive merger agreement uniting two of the fastest
growing community banks in the Washington D.C. region and two of the most
respected leaders in the community banking industry. The transaction is
subject to regulatory and shareholder approvals and the satisfaction of other
conditions, as set forth in the merger agreement.
(Logo: http://www.newscom.com/cgi-bin/prnh/20050927/EAGLEBANKLOGO)
The combination is structured as a stock-for-stock exchange, under which
Fidelity's shareholders will receive 0.9202 shares of Eagle common stock for
each share of Fidelity common stock owned, subject to possible reductions
under certain circumstances set forth in the merger agreement. Based upon the
closing stock price for Eagle Bancorp Inc. on November 30, 2007, the aggregate
value of the transaction would be $48.8 million, or $11.51 per share of
Fidelity common stock. The value of the transaction at closing may be higher
or lower, depending on whether there is any change in the exchange ratio, and
the changes in the value of Eagle common stock. Following the completion of
the merger, Fidelity & Trust's shareholders will own approximately 28% of
Eagle Bancorp's outstanding common stock, assuming no change in the exchange
ratio. As of September 30, 2007, Eagle Bancorp Inc. had $802 million in assets
and Fidelity & Trust had $452 million in assets. We expect that the
transaction will be accretive to Eagle Bancorp Inc. earnings in 2009. Two
members of the Fidelity & Trust Financial Corporation Board will join the
Eagle Bancorp Inc. Board and four of their directors will join the EagleBank
Board.
In connection with the transaction, Fidelity & Trust Bank will be merged
into EagleBank, with EagleBank being the surviving entity. EagleBank operates
6 offices in Montgomery County, Maryland and 3 offices in the District of
Columbia. Fidelity & Trust Bank operates 6 locations, with 1 in Northern
Virginia, 3 in Montgomery County, Maryland, and 2 in the District of Columbia.
Once the combination is consummated Ronald Paul will become Chairman of
Eagle Bancorp, Inc., with Robert Pincus serving as Vice Chairman. Mr. Paul
will continue his duties as Chairman and Chief Executive Officer of EagleBank
and Mr. Pincus will be Vice Chairman of EagleBank. Ron Paul said, "We are
thrilled about the proposed combination of EagleBank and Fidelity & Trust
Bank. With Bob and the Fidelity & Trust team joining forces with EagleBank,
this transaction unites two well run community banks in the Washington, D.C.,
metropolitan region. The two companies share the same culture and vision of
providing local access to decision makers, of providing superior customer
service, and an unwavering commitment to the local community." Paul added, "I
know how important it is to be able to rely on your banker. Bob made me my
first commercial real estate loan more than 25 years ago. He is an icon in the
Washington, D.C. business community. With our respective companies coming
together, we are extremely well positioned to become one of the leading
community banks in the region."
Robert Pincus, Chairman of Fidelity & Trust Bank said, "The combination of
the two banks, with the outstanding human resource talent at each institution,
will enable the combined company to strengthen its infrastructure. Moreover,
by utilizing the best practices of each institution, we will continue
providing the highest level of customer service to truly become one of the
leading relationship banks in the region."
Pincus added, "This is a win-win for the customers of both banks. The
beneficiaries will be the shareholders, employees, our customers, and the
local community where both banks operate. It's going to be great to formally
work with Ron. He is a leader in the business community in this area and
someone with the highest integrity and core values. With Ron and I bringing
our teams together, this is going to change the face of community banking in
the Washington metropolitan area."
Sandler O'Neill + Partners, L.P. served as financial advisor and Kennedy &
Baris, LLP served as legal counsel to Eagle Bancorp, Inc.
Fidelity & Trust Financial Corporation was advised by Milestone Advisors,
LLC. as financial advisor and Patton Boggs LLP as legal counsel.
About Eagle Bancorp, Inc.
Eagle Bancorp Inc., is the holding company for EagleBank which commenced
operations in 1998. The bank is headquartered in Bethesda, Maryland, and
conducts full service banking services through nine offices, located in
Montgomery County, Maryland and Washington, D.C.The Company focuses on
building relationships with businesses, professionals and individuals in its
marketplace.
About Fidelity & Trust Bank
Fidelity & Trust Bank was founded and opened in November 2003. The Bank's
mission is to provide all of our customers with customized banking solutions
and above all, outstanding customer service.
Forward looking Statements: This press release contains forward looking
statements within the meaning of the Securities and Exchange Act of 1934, as
amended, including statements of goals, intentions, and expectations as to
future trends, plans, events or results of Company operations and policies and
regarding general economic conditions. In some cases, forward-looking
statements can be identified by use of words such as "may," "will,"
"anticipates," "believes," "expects," "plans," "estimates," "potential,"
"continue," "should," and similar words or phrases. These statements are based
upon current and anticipated economic conditions, nationally and in the
parties market, and their impact on the operations and assets of the parties,
interest rates and interest rate policy, competitive factors, judgments about
the ability of the parties to successfully consummate the merger and to
integrate the operations of the two companies, and other conditions which by
their nature, are not susceptible to accurate forecast and are subject to
significant uncertainty. Because of these uncertainties and the assumptions on
which this discussion and the forward-looking statements are based, actual
future operations and results in the future may differ materially from those
indicated herein. Readers are cautioned against placing undue reliance on
such forward-looking statements. The company's past results are not
necessarily indicative of future performance.
ADDITIONAL INFORMATION ABOUT THIS TRANSACTION
Eagle Bancorp, Inc. will be filing a proxy statement/prospectus and other
relevant documents concerning the merger with the Securities and Exchange
Commission (the "SEC"). The proxy statement/prospectus will be mailed to the
shareholders of Eagle Bancorp and Fidelity & Trust Financial Corporation.
Investors and security holders of Eagle Bancorp and Fidelity & Trust Financial
Corporation are urged to read the proxy statement/prospectus, the documents
incorporated by reference in the proxy statement/prospectus, the other
documents filed with the SEC and the other relevant materials when they become
available because they will contain important information about Eagle Bancorp,
Fidelity & Trust Financial Corporation and the Merger Agreement and the
transactions contemplated by the Merger Agreement. Investors will be able to
obtain these documents free of charge at the SEC's web site
(http://www.sec.gov). In addition, documents filed with the SEC by Eagle
Bancorp, Inc. will be available free of charge from Eagle Bancorp's Investor
Relations at 301/986-1800, or from Eagle Bancorp's website at
www.eaglebankmd.com. The directors, executive officers, and certain other
members of management and employees of Eagle Bancorp and its subsidiaries are
participants in the solicitation of proxies in favor of the issuance of shares
pursuant to the merger from the shareholders of Eagle Bancorp. Information
about the directors and executive officers of Eagle Bancorp is set forth in
Eagle Bancorp's proxy statement for the 2007 annual meeting of shareholders
filed with the SEC on March 30, 2007.
Additional information regarding the interests of such participants will
be included in the proxy statement/prospectus and the other relevant documents
filed with the SEC when they become available."
Contact:
Ronald Paul
301-986-1800
rpaul@eaglebankmd.comSOURCE Eagle Bancorp Inc.
Contact: Ronald Paul, +1-301-986-1800, rpaul@eaglebankmd.com