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Exhibit 99.2
FNB Corporation and SWVA Bancshares, Inc. Announce Affiliation
FNB Corporation (Nasdaq: FNBP), parent company of First National Bank,
headquartered in Christiansburg, Virginia and SWVA Bancshares, Inc (Nasdaq:
SWVB), parent company of Southwest Virginia Savings Bank, FSB headquartered in
Roanoke, Virginia today, jointly announced that they have entered into an
agreement to merge SWVA Bancshares, Inc. ("SWVA") into FNB Corporation ("FNB").
This is FNB's second affiliation announcement in the past month. On July 11,
2000, FNB announced an agreement to acquire CNB Holdings, Inc. ("CNB"), Pulaski,
Virginia.
Under the terms of the agreement, shareholders of SWVA will receive
consideration valued at $20.25 for each share of SWVA common stock, in the form
of cash, stock of FNB or a combination of cash and stock at each SWVA
shareholder's election. The cash portion of the consideration, however, will be
limited to 20% of the total consideration paid. For those SWVA shares which are
converted into FNB shares, the number of FNB shares issued will be determined by
dividing $20.25 by the average closing price of FNB shares for the 30 trading
days ending 10 days prior to closing, but in no case will FNB be require to
issue more than 1.324 shares or will SWVA be required to accept less than 1.083
shares for each share of SWVA stock. The transaction will be structured as a
tax-free reorganization to the extent of the shares exchanged and accounted for
under the purchase method of accounting. It is expected to be accretive to
FNB's earnings per share after the first year of operations.
Both First National Bank and Southwest Virginia Savings Bank, FSB will continue
operating under their respective managements with their current names as wholly-
owned subsidiaries of FNB. Each bank will be managed by its own board of
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directors and each bank's customers will see no change in day to day operations.
SWVA was formed in 1994 in connection with the conversion of Southwest Virginia
Savings Bank, FSB which was originally chartered in 1927. The savings bank has
five full service offices and one loan production office in the greater Roanoke
area. As of March 31, 2000 SWVA had total assets of $83 million and deposits of
$65 million. For the nine months ended March 31, 2000, the company had earned
$329 thousand, a 27% increase over the same period in 1999.
Kendall Clay, Chairman of the Board of Directors of FNB and J. Daniel Hardy,
Jr., President and CEO of FNB, said of the affiliation, "The addition of
Southwest Virginia Savings Bank, FSB to the FNB super community banking family
will strengthen FNB's presence in the Roanoke Valley and along the I-81
corridor. This affiliation will further add to our desire to create a strong
community-based financial services company that is committed to the highest
level of customer service and maximizes shareholder value. Once both
transactions are completed, FNB will have over $650 million in assets and
capital of $60 million in capital."
Bill L. Rakes, Chairman of the Board of SWVA and Don W. Shilling, President and
CEO of SWVA said, "We have followed the success of FNB over the years and
believe that its banking philosophy fits extremely well with the strong
community commitment that Southwest Virginia Savings Bank, FSB has consistently
maintained. This merger will enable us to expand our ability to serve our
customers and increase our lending capabilities. In addition, our shareholders
should benefit from the improved liquidity of FNB's stock. FNB has over 4.8
million common shares outstanding and well over 2,000 shareholders."
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The merger is subject to approval by the shareholders of SWVA and bank
regulators and other standard conditions for transactions of this nature. The
companies anticipate closing the transaction in the fourth quarter of 2000 or
first quarter of 2001.
RP Financial, LC is serving as financial advisor to SWVA and The Carson Medlin
Company is advising FNB in this transaction.
Safe Harbor
This news release contains certain forward-looking statements about the
proposed merger of FNB and SWVA. These statements include statements regarding
the anticipated closing date of the transaction, anticipated cost savings, and
anticipated future results. Forward-looking statements can be identified by the
fact that they do not relate strictly to historical or current facts. They
often include words like "will," "may," "should," "continue," "believes,"
"expects," "intends," "anticipates" and "estimates". These forward-looking
statements involve certain risks and uncertainties. Certain factors that could
cause actual results to differ materially from those contemplated by the
forward-looking statements include, among others, the following factors: (i)
delays in completing the merger; (ii) difficulties in achieving cost savings
from the merger or in achieving such savings within the expected time frame;
(iii) difficulties in integrating SWVA and FNB; (iv) increased competitive
pressures; (v) changes in interest rate environment; (vi) changes in general
economic conditions; (vii) legislative and regulatory changes that adversely
effect the business in which SWVA and FNB are engaged, and changes in the
securities markets.
