EX-99.1
4
a08-22714_1ex99d1.htm
EX-99.1
Exhibit 99.1
PRESS RELEASE
EAGLE BANCORP, INC.
FOR IMMEDIATE RELEASE
CONTACT:
Ronald D. Paul
September 2, 2008
301.986.1800
EAGLEBANK
and FIDELITY & TRUST BANK MERGER COMPLETED, RESULTING IN
A $1.4
BILLION EXPANDED FINANCIAL SERVICES ORGANIZATION
BETHESDA,
MD.
Eagle Bancorp, Inc. ("Eagle") (Nasdaq: EGBN), the
parent company of EagleBank, today announced that the acquisition of Fidelity &
Trust Financial Corporation, and the merger of Fidelity & Trust Bank
into EagleBank, became effective on August 31, 2008.
As a result of the
merger, EagleBank has aggregate assets of approximately $1.4 billion, and loans
and deposits each in excess of $1.1 billion. The bank will now have 15 offices
in the Washington DC metropolitan area, including 9 in Montgomery County,
Maryland, 5 in the District of Columbia and one in Northern Virginia.
"This transaction brings
together two banks that have had immense success in the Washington metropolitan
region over the last decade", said Ronald D. Paul, who will remain as Chairman
and CEO of Eagle Bancorp and EagleBank. "We are excited to be implementing the
best practices of both banks and enhancing our position in the market by
providing an expanded capacity to help local businesses grow, including a
larger lending limit, and providing our customers with continued access to
local decision makers".
"I have been involved in
many mergers before", said Robert Pincus, former Board Chairman of Fidelity &
Trust Bank, who is now Vice Chairman of the combined entity, "and I have never
seen two banks that were as compatible in their goals, employee culture and
focus as EagleBank and Fidelity. Both banks' success has been based on
delivering superior customer service to the local business community. I am
excited about the additional benefits that a larger, stronger EagleBank will
provide for our customers".
At the effectiveness of
the acquisition, each share of Fidelity common stock was converted into 0.3894
shares of Eagle common stock. As a
result of the acquisition, Eagle issued 1,638,212 shares of Eagle common stock,
not including approximately 196,090 shares of common stock issuable upon the
exercise of options to acquire Fidelity common stock, as adjusted in accordance
with the Agreement and Plan of Merger. The value of the transaction is $13.1
million as per the terms of the Agreement and Plan of Merger.
As previously announced
on July 25, 2008, Eagle plans to declare a 10% stock dividend after the
merger, in order that the former Fidelity shareholders would be eligible to receive
the dividend. Eagle expects to establish
the record and payables dates for the 10% stock dividend shortly.
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 fifteen offices, located in Montgomery County, Maryland,
Washington, D.C. and Northern Virginia.
The Company focuses on building relationships with businesses,
professionals and individuals in its marketplace.
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
Company's market,
interest rates and interest rate policy, competitive factors 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 any such forward-looking statements. The Company's past results are
not necessarily indicative of future performance.

EX - 99 . 1 4 a08 - 22714 _ 1ex99d1 . htm EX - 99 . 1 Exhibit 99 . 1 PRESS RELEASE EAGLE BANCORP , INC . FOR IMMEDIATE RELEASE CONTACT : Ronald D . Paul September 2 , 2008 301 . 986 . 1800 EAGLEBANK and FIDELITY & TRUST BANK MERGER COMPLETED , RESULTING IN A $ 1.4 BILLION EXPANDED FINANCIAL SERVICES ORGANIZATION BETHESDA , MD . Eagle Bancorp , Inc . ( " Eagle " ) ( Nasdaq : EGBN ) , the parent company of EagleBank , today announced that the acquisition of Fidelity & Trust Financial Corporation , and the merger of Fidelity & Trust Bank into EagleBank , became effective on August 31 , 2008 . As a result of the merger , EagleBank has aggregate assets of approximately $ 1.4 billion , and loans and deposits each in excess of $ 1.1 billion . The bank will now have 15 offices in the Washington DC metropolitan area , including 9 in Montgomery County , Maryland , 5 in the District of Columbia and one in Northern Virginia . " This transaction brings together two banks that have had immense success in the Washington metropolitan region over the last decade " , said Ronald D . Paul , who will remain as Chairman and CEO of Eagle Bancorp and EagleBank . " We are excited to be implementing the best practices of both banks and enhancing our position in the market by providing an expanded capacity to help local businesses grow , including a larger lending limit , and providing our customers with continued access to local decision makers " . " I have been involved in many mergers before " , said Robert Pincus , former Board Chairman of Fidelity & Trust Bank , who is now Vice Chairman of the combined entity , " and I have never seen two banks that were as compatible in their goals , employee culture and focus as EagleBank and Fidelity . Both banks ' success has been based on delivering superior customer service to the local business community . I am excited about the additional benefits that a larger , stronger EagleBank will provide for our customers " . At the effectiveness of the acquisition , each share of Fidelity common stock was converted into 0 . 3894 shares of Eagle common stock . As a result of the acquisition , Eagle issued 1,638,212 shares of Eagle common stock , not including approximately 196,090 shares of common stock issuable upon the exercise of options to acquire Fidelity common stock , as adjusted in accordance with the Agreement and Plan of Merger . The value of the transaction is $ 13.1 million as per the terms of the Agreement and Plan of Merger . As previously announced on July 25 , 2008 , Eagle plans to declare a 10 % stock dividend after the merger , in order that the former Fidelity shareholders would be eligible to receive the dividend . Eagle expects to establish the record and payables dates for the 10 % stock dividend shortly . 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 fifteen offices , located in Montgomery County , Maryland , Washington , D . C . and Northern Virginia . The Company focuses on building relationships with businesses , professionals and individuals in its marketplace . 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 Company 's market , interest rates and interest rate policy , competitive factors 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 any such forward - looking statements . The Company 's past results are not necessarily indicative of future performance .