S&T Bancorp, Inc. (S&T) (NASDAQ: STBA), the holding company for S&T Bank, with operations in five markets including Western Pennsylvania, Central Pennsylvania, Northeast Ohio, Central Ohio, and Upstate New York, and DNB Financial Corporation (DNB)(NASDAQ:DNBF), the holding company for DNB First, a community bank headquartered in Downingtown, Pennsylvania with 14 locations, jointly announced today the signing of a definitive merger agreement pursuant to which S&T will acquire DNB in an all-stock transaction. DNB shareholders will receive 1.22 shares of S&T stock for each share of DNB stock. Based on S&T's June 4, 2019 closing price of $38.75 per share, the transaction will have an aggregate value of approximately $206 million, or $47.28 per share. The merger will expand S&T's footprint into Southeastern Pennsylvania, gaining a new presence in Chester, Delaware, and Philadelphiacounties. On a combined basis, S&T will have approximately $8.4 billion in total assets.
"I am very pleased to announce our merger with DNB, a nearly 160-year-old institution which shares the values, culture and commitment to high quality customer service found at S&T Bank," said Todd D. Brice, chief executive officer of S&T. "Merging with such a venerable institution located in a growing Southeastern Pennsylvania market dovetails nicely with our expansion into the Central Pennsylvania market in 2015, and our overall strategic growth strategy focused on Pennsylvania, Ohio and New York. Alongside DNB's seasoned staff, we look forward to building on the Bank's legacy as well as working with existing and future clients."
"This combination represents a great opportunity for DNB's four constituents – our shareholders, customers, communities, and employees; it is a natural cultural fit," said William J. Hieb, President and CEO of DNB. "S&T is a high performing company, as evidenced by its superior earnings and consistently high dividend payments, proven management team and 100-plus year history of responsiveness to the customers and communities it serves. With S&T, our customers will continue to enjoy all the benefits of a relationship-driven bank, with access to continued technology investments, expanded lending capacity, and a deeper and broader range of financial products and services."
The terms of the merger agreement have been unanimously approved by the boards of directors of both companies. The transaction is expected to be a tax-free exchange to the shareholders of DNB.
S&T expects the merger to be accretive to earnings per share in 2020. S&T and DNB expect to complete the transaction during the fourth quarter of 2019 after satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of DNB.
Keefe, Bruyette & Woods, Inc. acted as the exclusive financial advisor to S&T and PNC FIG Advisory, Inc. to DNB. Wachtell, Lipton, Rosen & Katz served as counsel to S&T and Stradley, Ronon, Stevens & Young to DNB.
S&T will host a conference call live over the internet to discuss details of the merger. The public is invited to listen.
About S&T Bancorp, Inc. and S&T Bank: S&T Bancorp, Inc. is a $7.2 billion bank holding company that is headquartered in Indiana, Pa. and trades on the NASDAQ Global Select Market under the symbol STBA. Its principal subsidiary, S&T Bank, was recently named by Forbes as a 2019 World's Best Bank and a 2018 Best-in-State Bank. Established in 1902, S&T Bank operates in five markets including Western Pennsylvania, Central Pennsylvania, Northeast Ohio, Central Ohio, and Upstate New York. For more information visit www.stbancorp.com, www.stbank.com, and follow us on Facebook, Instagram, and LinkedIn.
About DNB Financial Corporation: DNB Financial Corporation is a bank holding company whose bank subsidiary, DNB First, National Association, is a community bank headquartered in Downingtown, Pennsylvania with 14 locations. Founded in 1860, DNB First, in addition to providing a broad array of consumer and business banking products, offers brokerage and insurance services through DNB Investments & Insurance and investment management services through DNB Investment Management & Trust. DNB Financial Corporation's shares are traded on NASDAQ's Capital Market under the symbol: DNBF. We invite our customers and shareholders to visit our website at http://www.dnbfirst.com. DNB's Investor Relations site can be found at http://investors.dnbfirst.com.
