NB&T Financial Group (NBTF) Announces Merger Agreement with Community National

June 30, 2009 5:20 PM EDT

NB&T Financial Group, Inc. (Nasdaq: NBTF) and Community National Corporation, parent company of Community National Bank, Franklin, Ohio, today announced a definitive agreement for the merger of Community into NBTF in a cash and stock transaction.

Under the terms of the merger agreement, which has been unanimously approved by the Boards of Directors of both companies, the shareholders of Community holding of record more than 1,500 shares will be entitled to elect to receive for each share of Community common stock $11.41 in cash, 0.761 common shares of NBTF, or a combination of both. Shareholders holding of record 1,500 or fewer Community shares will be entitled to receive for each share of Community common stock $11.41 in cash. The form of consideration to be received by each Community shareholder is subject to reallocation in order to ensure that 50% of the outstanding Community shares are exchanged for cash and 50% are exchanged for NBTF common shares. The consideration also may be reduced based on a reduction in the tangible net worth of Community prior to closing, and Community shareholders may receive additional cash consideration if Community receives certain insurance proceeds. The transaction is valued at approximately $6.8 million based on the $13.74 closing trade price for each NBTF common share most recently reported on The NASDAQ Stock Market. The receipt of NBTF common shares by Community shareholders is expected to qualify as a tax-free exchange. As of June 30, 2009, Community had 624,458 common shares outstanding. [SM]

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