Filed by DNB Financial Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934

Subject Company: DNB Financial Corporation
Commission File No: 001-34242
Date: June 5, 2019

Explanatory Note:  This information is being re-filed to include the “Important Additional Information” and “Participants in the Solicitation” legends that were inadvertently omitted from the original filing.

Employee Email

To:
DNB ALL
From:
William Hieb
Date:
June 5, 2019
Subject:
DNB Financial Corporation and S&T Bancorp, Inc.

This afternoon, DNB Financial Corporation is announcing that we have executed a definitive agreement with S&T Bancorp, Inc., under which S&T will acquire our company in a stock transaction valued at approximately $206 million. Under the terms of the agreement, DNB shareholders will receive 1.22 shares of S&T for each share of DNB stock. Please review the attached press release for additional information about the transaction.

S&T Bancorp, Inc. is a $7.2 billion bank holding company that is headquartered in Indiana, Pennsylvania 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. With 1,050 employees, it has developed an excellent retail franchise with 60 branches, and is considered a premier commercial lending institution in business and commercial banking. S&T has also been at the forefront of using cutting edge technology not typically found in a bank of its size. You may view the bank’s website at https://www.stbank.com/ .

Like us, S&T employees live and work in the places they serve, and their corporate culture strongly encourages giving back to the community. In our meetings, I’ve been particularly impressed by the vision and sincerity of their leadership, and I’m confident this combination will be an excellent strategic and cultural fit.

The transaction is expected to close in fourth quarter 2019, with full operations conversion projected to be completed in early 2020. Until the transaction closes, we will continue to conduct business as usual, as employees of DNB First. Going forward, DNB First will operate under the name of S&T Bank.

S&T views expansion into the Greater Philadelphia market as a highly attractive strategic opportunity. While S&T is expected to make final decisions about retention by mid-July, we expect that they will retain most, if not all, retail and other revenue-generating positions. DNB First employees who are not retained will be eligible for outplacement services and severance.




S&T is planning a meeting for all DNB First employees at 6:00 p.m., on Tuesday, June 18, 2019, at the Crowne Plaza in King of Prussia, to introduce their team and provide you with information about next steps. Please take the time to attend if you can.

I know that many of you will be surprised by this news. As we discussed recently at our annual employee meeting in April, while community banks play a critical role in the nation’s economy, our industry continues to face headwinds on a number of fronts, including technology, regulatory and compliance, competition, and size and scale. I’m confident that today’s transaction will benefit our four key constituencies – our customers, our shareholders, our employees, and our community – by linking DNB First to another outstanding community banking organization.

As we move forward, I know I can count on each of you to continue serving our customers with the level of quality and care for which DNB First has been known since 1860. Whether you’ve been a member of our team for 30 days or 30 years, I am deeply appreciative of your effort and dedication to our company.

Thank you,

Bill


IMPORTANT ADDITIONAL INFORMATION

In connection with the proposed merger, S&T Bancorp will file with the SEC a Registration Statement on Form S-4 that will include a proxy statement for the shareholders of DNB Financial Corporation and a prospectus for S&T Bancorp. S&T Bancorp and DNB Financial Corporation also plan to file other documents with the SEC regarding the proposed merger. This communication 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. In connection with the proposed merger, DNB Financial Corporation will mail the final proxy statement/prospectus to its shareholders. 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 WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL 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, will be 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, when available, 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 will be included in the proxy statement/prospectus and other relevant materials filed with the SEC.








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