ACQUISITION Cincinnati bank buys F.N.B. spinoff in Fla.

Shareholders would receive a 41 percent premium on their stock.
By DON SHILLING
VINDICATOR BUSINESS EDITOR
Independence didn't last long for the Florida banking company that split off from Hermitage-based F.N.B. Corp.
First National Bankshares of Florida announced Monday that it had signed a deal to be taken over by Cincinnati-based Fifth Third Bancorp.
The Florida company separated from F.N.B. Jan. 1 and became its own publicly traded company. F.N.B. shareholders received one share of stock in the new company for each share of F.N.B. stock they owned.
The deal announced Monday would give shareholders of First National 0.5065 share of Fifth Third stock for each share they own.
Based on the price of Fifth Third shares at the close of business on Friday, the transaction is valued at $25 per First National share. That would be a 41 percent premium over the trading value of First National stock Friday.
The announcement sent First National's shares soaring $6.52, or 37 percent, to close at $24.31 a share Monday on the New York Stock Exchange. Fifth Third's shares were down 20 cents to close at $49.16 on the Nasdaq Stock Market.
The total value of the transaction would be about $1.58 billion. First National is expected to have about 63 million shares outstanding.
The acquisition needs approval of regulators and First National shareholders. It is expected to close in the first quarter of 2005.
First National, including acquisitions it has pending, has $5.3 billion in assets, $3.9 billion in deposits and 77 branches that are located primarily in Orlando, Tampa Bay, Sarasota, Naples and Fort Myers. The company is based in Naples.
History
It traces its roots back to F.N.B.'s expansion into Florida in the 1990s. F.N.B. is the parent company of First National Bank of Pennsylvania.
F.N.B. officials decided Florida had more growth prospects than Pennsylvania and Ohio, so they decided to invest in acquisitions there. Once its assets in Florida grew larger than those in the north, officials moved corporate headquarters to Naples.
They moved the headquarters back to Hermitage last year after deciding to create First National to take over the Florida banks. Officials said shareholders would benefit by having two separate companies.
Gary Tice, First National chairman and chief executive, said Fifth Third has a long track record of delivering shareholder value. Fifth Third has 16 branches in Florida with $1 billion in assets.
Officials from the companies said they expect the transaction to break even in 2005.
The deal will produce cost savings of $50 million, or 35 percent of First National's expenses, officials said. About 75 percent of that amount will be realized next year.
Officials did not detail where cuts would be made.
shilling@vindy.com