o Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
o Definitive
Proxy Statement
o Definitive
Additional Materials
x Soliciting
Material Pursuant to
§ 240.14a-12
FNB
CORPORATION
(Name
of
Registrant as Specified In Its Charter)
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
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computed on table below per Exchange Act Rules 14a-6(i)(4) and
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applies:
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In
connection with the proposed merger of equals between FNB Corporation and
Virginia Financial Group, Inc., on November 14, 2007, FNB Shareholders for
Progress posted the following letter on the FNB Shareholders for Progress
website (www.fnbshareholdersforprogress.com):
As
you
know, FNB Corporation (FNB) recently entered into a merger agreement with
Virginia Financial Group, Inc., another Virginia-based bank holding company,
whereby the two bank holding companies will merge and the three banks owned
by
the two companies also will merge to create the largest independent commercial
bank headquartered in Virginia.
Even
though 21 of 25 (84%) of the directors on both FNB’s board and First National
Bank’s board have voted in favor of this merger, a small group of directors and
shareholders is opposing the merger.
When
the
facts are analyzed, we believe it is clear that this proposed merger offers
the
ability to immediately and substantially enhance shareholder value for FNB
shareholders and, at the same time, provide FNB with an equal partner’s role in
the future corporate governance, management and strategy of the new
company.
Because
this proposed merger offers many benefits for shareholders, we are proud to
announce the formation of FNB Shareholders for Progress, a
committee formed to communicate with shareholders, employees, customers and
the
public about the many benefits of this merger for FNB and the New River Valley,
Roanoke Valley and Bedford/Lynchburg markets served.
FNB
Shareholders for Progress, which is funded and supported by FNB, consists of
FNB
shareholders, current and former board members, and FNB and First National
Bank
employees who believe this merger is in the best interests of FNB. We have
launched a website – www.fnbshareholdersforprogress.com – to communicate the
benefits of this proposed merger and provide shareholders and the public with
the opportunity to review the facts. This site will be updated periodically
to
provide the latest information.
2
In
the
meantime, FNB Shareholders for Progress would like to emphasize the following
facts:
·
The
FNB Board of Directors followed a deliberate and informed
decision-making process over the course of six months in
considering this matter, and eventually 75 percent of the
corporate board members reached the conclusion that the proposed
merger is in the best interests of FNB shareholders, the company
and FNB
customers.
·
FNB
shareholders will own slightly more than 52 percent of
the new company. It is anticipated that your dividend will
increase by slightly over 20 percent as a result of the proposed
merger. This transaction is expected to be accretive to earnings
per share
in the first full year following the closing of the
merger.
·
FNB
directors will make up one-half of the new holding
company board and the new bank
board.
·
With
this proposed merger, the new bank with approximately $3 billion
in assets
and the new bank’s operations center will be headquartered in
Christiansburg, preserving jobs and retaining the New River
Valley’s significant position in Virginia
banking.
·
The
new bank will be able to serve its customers more broadly
and effectively because of a greater scale, broader product mix and
higher
lending limits.
·
This
is a merger of equals. FNB and VFG, each with more than
100 years of banking history, have earned reputations as
high-quality, community-focused banks with solid
infrastructures that provide excellent service. With no overlap between
our branch networks, FNB will not be closing any branches as a result
of
the proposed merger and will continue to serve its existing geographic
markets as we gain immediate and substantial exposure to and participation
in faster-growing markets served by
VFG.
Finally,
we would like to take this opportunity to comment on letters from the small
group of opposing shareholders. The letters contain some allegations that we
believe were either false or misleading. We want to remind you that many highly
qualified individuals have analyzed the proposed merger and support the merger,
including directors of FNB and First National Bank, who were advised by third
party experts that included Davenport & Company, a respected investment
banking firm.
It
is
disappointing that a small group of people do not see the benefits of locating
a
$3 billion bank and operations center in Christiansburg that will be an economic
driver for western Virginia. The members of our committee see the
proposed merger as progress for FNB, hence the name that we have adopted for
our
committee. As FNB Shareholders for Progress, we are confident that this merger
will benefit shareholders.
3
Some
of
the many people who support the proposed merger include Ms. Marge Tollison
and
her daughters and her sons-in-law. They have indicated in letters to FNB’s Board
of Directors that they will vote in favor of the transaction. In her letter,
Marge states: “In my opinion, it was irresponsible for the leadership of the
dissenting group to 'stir up media attention.' (Roanoke Times article, October26, 2007). I do not believe such action is in the best interest of the bank
and consequently I will vote FOR the merger.”
We
look
forward to keeping you informed about the proposed merger. We encourage you
to
contact any member of our steering committee to schedule a personal review
of
the facts – and the opportunities this merger will bring to all
shareholders.
Thank
you.
You
may
contact any one of the co-chairs of the committee at (540)
378-1550.
/s/
Clark
Owen,
Jr. /s/
Sonny
Tarpley /s/
Joe J. Thompson
Additional
Information About the Merger and Where to Find It
This
communication is being made in respect of the proposed merger of FNB and VFG.
In
connection with the proposed merger, VFG filed with the Securities and Exchange
Commission (the “SEC”) a registration statement on Form S-4 (Registration No.
333-146249) to register the shares of combined company common stock to be issued
to FNB shareholders in the transaction, which includes a joint proxy
statement/prospectus. The definitive joint proxy statement/prospectus
will be mailed to the shareholders of VFG and FNB seeking their approval of
the
merger. In addition, each of VFG and FNB may file other relevant
documents concerning the proposed merger with the SEC.
INVESTORS
AND SECURITY HOLDERS OF FNB AND VFG ARE URGED TO READ THE REGISTRATION STATEMENT
ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE
REGISTRATION STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS) AND ANY OTHER
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER, BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT VFG, FNB, AND THE PROPOSED MERGER.
Investors and security holders may obtain free copies of these documents through
the website maintained by the SEC at http://www.sec.gov. Free
copies of the joint proxy statement/prospectus also may be obtained by directing
a request by telephone or mail to Virginia Financial Group, Inc., 1807 Seminole
Trail, Suite 104, Charlottesville, Virginia22901, Attention: Investor Relations
(telephone: (434) 964-2211) or FNB Corporation, 105 Arbor Drive, P.O. Box 600,
Christiansburg, Virginia24068, Attention: Investor Relations (telephone:
(540) 382-6042) or by accessing VFG’s website at http://www.vfgi.net
under “SEC Filings and Other Documents” or FNB’s website at
http://www.fnbonline.com under “Investor Relations/SEC
Filings.”
The
information on VFG’s and FNB’s websites is not, and shall not be deemed to be, a
part of this communication or incorporated into other filings either company
makes with the SEC.
Statements
made in this communication, other than those concerning historical financial
information, may be considered forward-looking statements, which speak only
as
of the date of this communication and are based on current expectations and
involve a number of assumptions. These forward-looking statements express our
best judgment based on currently available information and we believe that
the
expectations reflected in our forward-looking statements are reasonable. These
include statements as to the anticipated benefits of the merger, including
future financial and operating results, cost savings and enhanced revenues
that
may be realized from the merger as well as other statements of expectations
regarding the merger or regarding future results or expectations. FNB intends
these forward-looking statements to be covered by the safe harbor provisions
for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995 and is including this statement for purposes of these safe harbor
provisions. FNB’s ability to predict results, or the actual effect of future
plans or strategies, is inherently uncertain. Factors which could cause actual
results to differ materially from management’s expectations include but are not
limited to: (1) the businesses of FNB and/or VFG may not be integrated
successfully or such integration may be more difficult, time-consuming or costly
than expected; (2) expected revenue synergies and cost savings from the
merger may not be fully realized or realized within the expected time frame;
(3) revenues following the merger may be lower than expected;
(4) customer and employee relationships and business operations may be
disrupted by the merger; (5) the ability to obtain required regulatory and
shareholder approvals, and the ability to complete the merger on the expected
timeframe may be more difficult, time-consuming or costly than expected;
(6) changes in interest rates, general economic conditions,
legislative/regulatory changes, monetary and fiscal policies of the U.S.
government, including policies of the U.S. Treasury and the Federal Reserve
Board; the quality and composition of the loan and securities portfolios; demand
for loan products; deposit flows; competition; demand for financial services
in
the companies’ respective market areas; their implementation of new
technologies; their ability to develop and maintain secure and reliable
electronic systems; and accounting principles, policies, and guidelines, and
(7) other risk factors detailed from time to time in filings made by FNB
and VFG with the SEC. FNB undertakes no obligation to update or clarify these
forward-looking statements, whether as a result of new information, future
events or otherwise.
