Advantage Bank and The First National Bank of Lilly to Merge

LEMOYNE, Pa.--()--Advantage Bank, a Pennsylvania state-chartered savings bank headquartered in Lemoyne, PA, announced today the execution of a Definitive Agreement whereby The First National Bank of Lilly (“FNB Lilly”) will merge with and into Advantage Bank (“Advantage”) and operate in the “mainline” area of Cambria County as The First Bank of Lilly. As part of this transaction, FNB Lilly director, Thomas A. Swope III, Esquire, will join the board of Advantage.

George H. Groves, Advantage President and Chief Executive Officer, stated, “Advantage Bank is excited to begin its innovative approach to banking with this transaction. FNB Lilly is an excellent community bank that is the perfect foundation upon which to build the Advantage Bank platform and execute the Advantage Bank Strategic Plan.”

Percival B. Moser III, Advantage Chairman of the Board, added, “We are very pleased to partner with FNB Lilly, an organization that shares Advantage Bank’s vision for the future for a new Pennsylvania-based small business bank that will grow both organically and inorganically in Pennsylvania and surrounding states in the coming years. We are also pleased to welcome Thomas A. Swope III, Esquire of the FNB Lilly Board to Advantage’s Board of Directors. We believe that he will provide valuable insight as we embark upon Advantage Bank’s innovative bank strategic plan.”

Once the merger is complete, Advantage will initiate operations from FNB Lilly’s existing office in Lilly, PA, continuing to offer a full range of banking services. Advantage indicated that all of the FNB Lilly employees will be retained and will be supplemented by Advantage Bank officers.

Advantage would acquire 100% of FNB Lilly’s outstanding common stock in exchange for shares of Common Stock of Advantage and cash. Shares of FNB Lilly will be valued at an amount equal to one hundred percent (100%) of FNB Lilly’s “Adjusted Book Value” as defined and provided in the Merger Agreement as of the Closing Date of the transaction (“Aggregate Merger Consideration”). The Aggregate Merger Consideration shall be divided by the number of outstanding shares of FNB Lilly as of the Closing Date to calculate the per share price to be paid to each of the FNB Lilly shareholders for each of their outstanding shares of common stock. The transaction is subject to an election and allocation procedure that will result in at least 50% of the consideration being paid as Advantage Common Stock and with no more than 50% of the consideration being paid in cash.

As of March 31, 2017, FNB Lilly had total assets of $21 million, total deposits of $17.25 million, total loans of $5.5 million and total shareholders’ equity of $3,692,000. Speaking on behalf of FNB Lilly, James P. Leahey, CEO, said, “We are pleased to join forces with a company that has laid a clear course for the future, and one in which we believe meets the objectives of our constituencies. FNB Lilly has been part of the Cambria County community for more than 110 years. With Advantage as our partner, we believe that the resources, capital, expertise, experience, and culture are there for us to profitably grow for years to come. I look forward to remaining in Cambria County and serving as Regional President.”

The transaction has been unanimously approved by the boards of directors of both companies. It is subject to FNB Lilly and Advantage shareholder approval, regulatory approvals and other customary closing conditions. Currently, the transaction is expected to close in the fourth quarter of 2017. Overall, Advantage believes this transaction will create a solid platform upon which to execute its community and business banking strategy while maintaining a prudent cost structure.

Thomas A. Swope, III, Esquire, FNB Lilly Chairman of the Board, speaking on behalf of the FNB Lilly board of directors, said, “We believe we have put together a transaction with Advantage Bank that meets all of our objectives and principally delivers great value to our shareholders.”

George H. Groves, Advantage Bank President and CEO, stated, “This transaction is a next step in the execution of our business plan that certainly will allow us to build a successful community bank that will cover Central Pennsylvania and other states going forward. We look forward to welcoming FNB Lilly to the Advantage family.”

Bybel Rutledge LLP is serving as legal counsel and Commonwealth Advisors, Inc., is serving as financial advisor to Advantage Bank. Neugebauer & Swope P.C. is serving as legal counsel and The Kaffafian Group, Inc. is serving as financial advisor to FNB Lilly.

About Advantage Bank

Advantage Bank is formed under the laws of the Commonwealth of Pennsylvania (the “Bank”). It is organized as a Pennsylvania state-chartered stock savings bank currently headquartered in Lemoyne, Cumberland County, Pennsylvania. It was incorporated on November 8, 2016, under the Pennsylvania Banking Code of 1965, as amended, but has not yet commenced business and may not do so until it receives a Certificate of Authorization To Do Business from the Pennsylvania Department of Banking and Securities (the “Banking Department”). The Bank must meet certain conditions before the Banking Department will authorize it to commence business. The Bank will not be a member of the Federal Reserve System. The Bank anticipates providing banking services initially from a single banking location in Pennsylvania and via the internet with subsequent business center locations focused in Harrisburg and Lancaster, Pennsylvania and at other future locations in Delaware, Maryland, New Jersey and Northern Virginia.

About FNB Lilly

FNB Lilly, headquartered in Lilly, PA, is a national bank that was established in 1906. FNB Lilly is a community oriented financial institution that provides a range of commercial and consumer banking services to individuals and small businesses and professionals in Cambria County, PA, and adjacent counties. For more information regarding FNB Lilly, please visit www.fnblilly.com.

Caution Regarding Forward-Looking Statements

This information presented herein contains forward-looking statements. These forward-looking statements include, but are not limited to, statements about (i) the benefits of the proposed merger between Advantage and FNB Lilly, (ii) Advantage and FNB Lilly’s plans, obligations, expectations and intentions and (iii) other statements presented herein that are not historical facts. Words such as “anticipates,” “believes,” “intends,” “should,” “expects,” “will,” and variations of similar expressions are intended to identify forward-looking statements. These statements are based on the beliefs of the respective managements of Advantage and FNB Lilly as to the expected outcome of future events and are not guarantees of future performance. These statements involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, and degree of occurrence. Results and outcomes may differ materially from what may be expressed or forecasted in forward-looking statements. Factors that could cause results and outcomes to differ materially include, among others, the ability to obtain required regulatory and stockholder approvals and meet other closing conditions to the transaction; the ability to complete the merger as expected and within the expected timeframe; disruptions to customer and employee relationships and business operations caused by the merger; the ability to implement integration plans associated with the transaction, which integration may be more difficult, time-consuming or costly than expected; the ability to achieve the cost savings and synergies contemplated by the merger within the expected timeframe, or at all; changes in local and national economies, or market conditions; changes in interest rates; regulations and accounting principles; changes in policies or guidelines; loan demand and asset quality, including real estate values and collateral values; deposit flow; the impact of competition from traditional or new sources; and other factors. Advantage and FNB Lilly assume no obligation to revise, update, or clarify forward-looking statements to reflect events or conditions after the date of this report.

Additional Information about the Merger and Where to Find It

This information presented herein 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 any such jurisdiction. A definitive proxy statement/prospectus will be sent to the shareholders of FNB Lilly seeking the required stockholder approvals. Before making any voting or investment decision, investors and security holders are urged to read the proxy statement/prospectus and other relevant documents when they become available because they will contain important information about Advantage, FNB Lilly, and the merger.

Investors and security holders may obtain free copies of these documents by directing a request by telephone or mail to Advantage Bank, 1017 Mumma Road, Suite 302, Lemoyne, PA 17043; (717) 727-7548, or by directing a request by telephone or mail to The First National Bank of Lilly, 500 Main Street Lilly, PA 15938; (814) 886-2320.

FNB Lilly and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of FNB Lilly in connection with the merger. Information about the directors and executive officers of FNB Lilly and their ownership of FNB Lilly common stock may be obtained by reading the proxy statement/prospectus regarding the merger when it becomes available. Additional information regarding the interests of these participants and other persons who may be deemed participants in the merger may be obtained by reading the joint proxy statement/prospectus regarding the merger when it becomes available.

Contacts

Advantage Bank
George H. Groves
President/CEO
717-727-7548
or
The First National Bank of Lilly
James P. Leahey
Chief Executive Officer
814-886-2320

Release Summary

Advantage Bank and The First National Bank of Lilly to Merge

Contacts

Advantage Bank
George H. Groves
President/CEO
717-727-7548
or
The First National Bank of Lilly
James P. Leahey
Chief Executive Officer
814-886-2320