S&T Bancorp (STBA) to Acquire Gateway Bank of PA in Cash, Stock Deal

March 30, 2012 9:03 AM EDT
S&T Bancorp, Inc. (Nasdaq: STBA) and Gateway Bank of Pennsylvania ("Gateway") jointly announced today the signing of a definitive merger agreement pursuant to which S&T Bancorp will acquire Gateway in a 75% stock and 25% cash transaction. Based in McMurray, Pennsylvania, Gateway has assets of $120 million and maintains two branches. The in-market transaction will expand S&T Bancorp's existing footprint in the northern and southern suburbs of Pittsburgh, and the combined company will have more than $4.4 billion in assets, inclusive of S&T Bancorp's recently completed acquisition of Mainline Bancorp, Inc.

Under the terms of the merger agreement, which has been unanimously approved by the boards of directors of both companies, S&T Bancorp will acquire all of the outstanding shares of Gateway for a total purchase price of approximately $22 million. Shareholders of Gateway will receive $3.08 per share in cash and between 0.3810 and 0.4657 shares of S&T Bancorp common stock. The precise number of shares will be based on the average of the high and low sale prices of S&T Bancorp common stock for a 10 trading day period ending the day prior to the closing date. The transaction is expected to be a tax-free exchange with respect to the stock consideration received by the shareholders of Gateway.

S&T Bancorp and Gateway expect to complete the transaction in the third quarter of 2012, after satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of Gateway.

Stifel Nicolaus Weisel acted as financial advisor to S&T Bancorp and Keefe, Bruyette & Woods acted as financial advisor to Gateway. Arnold & Porter LLP served as legal counsel for S&T Bancorp and Metz Lewis Brodman Must O'Keefe LLC served as legal counsel for Gateway.

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