First Citizens BancShares, CIT Group To Combine In All-stock Merger Of Equals – Quick Facts

Market trading boards are seen at the Australian Securities Exchange in Sydney, Friday, February 9, 2018. ( AAP Image/Ben Rushton) NO ARCHIVING

First Citizens BancShares, Inc. (FCNCA), the parent company of First-Citizens Bank & Trust Company, and CIT Group Inc. (CIT), the parent company of CIT Bank, N.A., jointly announced Friday that they have agreed to combine in an all-stock merger of equals to create the 19th largest bank in the U.S., based on assets.

The merger will create a top-performing commercial bank with over $100 billion in assets and over $80 billion in deposits. It combines First Citizens’ low-cost retail deposit franchise and full suite of banking products with CIT’s national commercial lending franchise and strong market positions.

Under the terms of the deal, CIT stockholders will receive 0.0620 shares of First Citizens class A common stock for each share of CIT common stock they own. First Citizens stockholders will own approximately 61% and CIT stockholders will own approximately 39% of the combined company.

The merger, unanimously approved by the Boards of Directors of both companies, is expected to close in the first half of 2021, subject to satisfaction of customary closing conditions, including receipt of regulatory approvals and approval by the stockholders of each company.

The combined company will operate under the First Citizens name and will trade under the First Citizens ticker symbol FCNCA on the Nasdaq stock market. The combined company will be headquartered in Raleigh, N.C.

Frank Holding, Jr., Chairman and CEO of First Citizens, will retain the same roles at the combined company. Ellen Alemany, Chairwoman and CEO of CIT, will assume the role of Vice Chairwoman and play a key role in the merger integration. In addition, she will serve on the Board of Directors of the combined company.

The Board of Directors of the combined company will consist of 14 directors, the current 11 First Citizens Board members and three CIT Board members, including Alemany.

The transaction is targeted to deliver in excess of 50% EPS accretion once cost savings are fully phased in.

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