INDIANA, Pa., Sept. 5, 2019 /PRNewswire/ -- 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, National Association, a community bank headquartered
in Downingtown, Pennsylvania with
14 locations, jointly announced today that they have received all
required bank regulatory approvals for the pending acquisition of
DNB by S&T. The closing of the transaction remains subject to
approval by DNB shareholders at a special meeting of DNB
shareholders scheduled for September 25,
2019 and the satisfaction or waiver of other customary
closing conditions.
About S&T Bancorp, Inc. and S&T
Bank
S&T Bancorp, Inc. is a $7.3 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, or
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 Financial Corporation's Investor Relations site can be
found at http://investors.dnbfirst.com.
CAUTION REGARDING FORWARD-LOOKING
STATEMENTS
This communication contains
"forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995. In general, forward-looking
statements usually use words such as "may," "believe," "expect,"
"anticipate," "intend," "will," "should," "plan," "estimate,"
"predict," "continue" and "potential" or the negative of these
terms or other comparable terminology, including statements related
to the expected timing of the closing of the proposed merger and
the expected returns and other benefits of the proposed merger to
shareholders. Forward-looking statements represent
management's beliefs, based upon information available at the time
the statements are made, with regard to the matters addressed; they
are not guarantees of future performance. Forward-looking
statements are subject to numerous assumptions, risks and
uncertainties that change over time and could cause actual results
or financial conditions to differ materially from those expressed
in or implied by such statements, and there can be no assurances
that the proposed merger will close when expected or the expected
returns and other benefits of the proposed merger to shareholders
will be achieved. Factors that could cause or contribute to such
differences include, but are not limited to, the possibility that
expected benefits may not materialize in the time frames expected
or at all, or may be more costly to achieve; that the merger
transaction may not be timely completed, if at all; that prior to
completion of the merger transaction or thereafter, the parties'
respective businesses may not perform as expected due to
transaction-related uncertainties or other factors; that the
parties are unable to implement successful integration strategies;
that the required shareholder approvals or other closing conditions
are not satisfied in a timely manner, or at all; reputational risks
and the reaction of the parties' customers to the merger
transaction; diversion of management time to merger-related issues;
and other factors and risk influences contained in the cautionary
language included under the headings "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and
"Risk Factors" in S&T Bancorp's Form 10-K for the
fiscal year ended December
31, 2018 and other documents subsequently filed
by S&T Bancorp with the SEC, and in the
cautionary language included under the headings "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" and "Risk Factors" in DNB Financial Corporation's Form
10-K for the fiscal year ended December 31,
2018 and other documents subsequently filed by DNB Financial
Corporation with the SEC. Consequently, no forward-looking
statement can be guaranteed. Neither S&T Bancorp nor
DNB Financial Corporation undertakes any obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
IMPORTANT ADDITIONAL INFORMATION
In
connection with the proposed merger, S&T Bancorp has
filed with the SEC a Registration Statement on Form S-4
(File No. 333-232611) that includes a proxy statement for the
shareholders of DNB Financial Corporation and a prospectus for
S&T Bancorp. The Registration Statement was declared
effective on August 21, 2019, and DNB
Financial Corporation mailed the final proxy statement/prospectus
to its shareholders on or about August 22,
2019. S&T Bancorp and DNB Financial Corporation
also plan to file other documents with the SEC regarding
the proposed merger. This news release does not constitute an
offer to sell or the solicitation of an offer to buy any securities
or a solicitation of any vote or approval. BEFORE MAKING ANY VOTING
OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE
REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING
THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY
IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. The registration statement and the proxy
statement/prospectus, as well as other filings containing
information about S&T Bancorp and DNB Financial
Corporation, is available, without charge, at
the SEC's Internet site (http://www.sec.gov). Copies
of the registration statement and the proxy statement/prospectus,
as well as other filings containing information about S&T
Bancorp and DNB Financial Corporation, can also be obtained,
without charge, from S&T Bancorp's
website (http://www.stbancorp.com), under the heading
"Investor Relations," and on DNB Financial
Corporation's website, at http://investors.dnbfirst.com,
under the heading "Investor Relations."
Participants in the Solicitation
S&T
Bancorp, DNB Financial Corporation and certain of their respective
directors, executive officers and employees may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding S&T Bancorp's
directors and executive officers is available in its proxy
statement for its 2019 Annual Meeting of Shareholders, which was
filed with the SEC on April 5, 2019.
Information regarding DNB Financial Corporation's directors and
executive officers is available in its proxy statement for its 2019
Annual Meeting of Shareholders, which was filed with the SEC on
March 13, 2019. These documents may
be obtained for free at the SEC's website at www.sec.gov. Other
information regarding the interests of participants in the
solicitation of proxies in connection with the proposed transaction
is included in the proxy statement/prospectus and other relevant
materials filed with the SEC.
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SOURCE S&T Bancorp, Inc.