F.N.B. Corp. in Pittsburgh has agreed to buy Metro Bancorp in Harrisburg, Pa.

The $16.6 billion-asset F.N.B. said in a press release Tuesday that it will pay $474 million, or $32.72 a share, in stock for the $3 billion-asset Metro. The deal is expected to close in the first quarter.

Metro also has $2.4 billion in deposits, $2.1 billion in loans and 32 branches.

"We are very excited about this transaction and the significant scale it adds to our franchise in central Pennsylvania," Vincent Delie Jr., F.N.B.'s president and chief executive, said in the release. "These markets have attractive demographics with tremendous revenue potential given the number of retail and commercial prospects."

F.N.B. said that the deal would provide 4% accretion to earnings per share in its first full year. The company said it expects to earn back the deal's project 3% dilution of tangible book value in less than five years.

RBC Capital Markets and Reed Smith advised F.N.B., while Griffin Financial Group provided a fairness opinion. Sandler O'Neill; Mette, Evans & Woodside; and Sullivan & Cromwell advised Metro.

Metro had been dealing with pressure from activist investors, including PL Capital, in recent years. Gary Nalbandian, Metro's chairman, president and chief executive, recently took a medical leave after undergoing coronary bypass surgery.

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