Item 1.01
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Entry Into a Material Definitive Agreement.
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On June 5, 2019, S&T Bancorp, Inc., a Pennsylvania corporation (“
S&T
”), and DNB Financial Corporation, a Pennsylvania corporation (“
DNB
”), entered into an Agreement and Plan of
Merger (the “
Merger Agreement
”), pursuant to which DNB will merge with and into S&T (the “
Merger
”), with S&T continuing as the surviving entity in the Merger, subject to the terms and conditions set forth therein. Immediately following the Merger, DNB’s wholly owned bank subsidiary, DNB First,
National Association, will merge with and into S&T’s wholly owned bank subsidiary, S&T Bank (the “
Bank Merger
”), with S&T Bank continuing as the
surviving entity in the Bank Merger. The Merger Agreement was unanimously approved by the Board of Directors of each of S&T and DNB.
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “
Effective Time
”), DNB shareholders will have the right to receive 1.22 shares of common stock, par value $2.50 per share, of S&T for each share of common
stock, par value $1.00 per share, of DNB (“
DNB Common Stock
”) (such amount, the “
Merger
Consideration
”).
At the Effective Time, each award of restricted shares of DNB Common Stock will vest in full, the restrictions thereon will
lapse and each such award will be converted into the right to receive the Merger Consideration (less applicable tax withholdings) in respect of each share of DNB underlying such award.
The Merger Agreement contains customary representations and warranties from both S&T and DNB, and each party has agreed
to customary covenants, including, among others, covenants relating to the conduct of its business during the interim period between the execution of the Merger Agreement and the Effective Time, the obligation of DNB, subject to certain exceptions,
to recommend that its shareholders approve the Merger Agreement and the transactions contemplated therein and, with respect to DNB, its non-solicitation obligations relating to alternative acquisition proposals. S&T and DNB have also agreed to
cooperate with each other and to prepare and file, as promptly as possible, all applications, notices, petitions and filings to obtain all consents and approvals that are necessary or advisable to consummate the transactions contemplated by the
Merger Agreement.
DNB’s shareholders will be asked to vote on the approval of the Merger Agreement at a special shareholder meeting that will
be held as promptly as practicable pursuant to applicable law and DNB’s governing documents. The completion of the Merger is subject to the approval of the Merger Agreement by the shareholders of DNB and to other customary conditions, including,
among others, (1) the absence of any order, injunction or other legal restraint preventing the completion of the Merger or the other transactions contemplated by the Merger Agreement or making the consummation of the Merger or the other
transactions contemplated by the Merger Agreement illegal, (2) the absence of any objection by the NASDAQ Stock Market to the listing of the shares of S&T to be issued in the Merger, (3) the effectiveness of the registration statement on Form
S-4 for the issuance of the shares of S&T to be issued in the Merger and (4) the receipt of required regulatory approvals, including the approval of the Federal Reserve Board, the Federal Deposit Insurance Corporation, the Office of the
Comptroller of the Currency and the Pennsylvania Department of Banking. Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including (1) subject to certain exceptions, the accuracy of the
representations and warranties of the other party, (2) performance in all material respects by the other party of its obligations under the Merger Agreement and (3) receipt by each party of an opinion from its counsel to the effect that the Merger
will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement, which is attached to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.
The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for
purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of
allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to
investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations
and warranties (1) will not survive consummation of the Merger and (2) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement. Moreover, information concerning the subject matter of the
representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Merger Agreement is included with this
filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding S&T or DNB, their respective affiliates or their respective businesses. The
Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding S&T, DNB, their respective affiliates and their respective businesses, the other documents that will be contained in, or
incorporated by reference into, the Registration Statement on Form S-4 that will include a proxy statement of DNB and a prospectus of S&T, as well as in the Forms 10-K, Forms 10-Q and other filings that each of S&T and DNB make with the
Securities and Exchange Commission (“
SEC
”).