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First Maryland Agrees to Sell Rest of Stock to Allied Irish Banks

December 6, 1988

BALTIMORE (AP) _ The board of directors of First Maryland Bancorp has agreed to sell the remainder of its stock to Allied Irish Banks PLC after the foreign bank increased its offer, First Maryland said Monday.

First Maryland is the parent of First National Bank of Maryland.

Allied Irish, which already owns 49.7 percent of the Maryland bank, will acquire the remaining 50.3 percent of its stock. A special committee of First Maryland’s board decided on Saturday that an offer of $39.25 a share, or about $371 million, is ″fair and in the best interests of the stockholders,″ the bank said in a statement.

In October, the special committee had rejected Allied Irish’s first offer of $35.25 a share, or $340 million.

″We are pleased the agreement has been reached on the terms of the proposed acquisition,″ said Allied Irish Chairman Niall Crowley.

Under the merger agreement, Allied Irish will start a cash tender offer for the stock during the next five days. When the tender offer is completed, any outstanding shares not owned by Allied Irish will be converted into the right to receive $39.25 a share.

At least 75 percent of the shares, including those already owned by Allied Irish, must be tendered, or no shares may be purchased. The offer will remain open at least 20 business days after it starts.

Allied Irish first bought 43 percent of the shares of First Maryland in 1983 and has since increased its ownership to nearly half the outstanding shares. Under an agreement that expired last year, Allied Irish’s purchases had been limited to 60 percent.

First Maryland, with assets of $6.4 billion, earned $41.1 million, or $2.30 a share, in the first nine months of this year.

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