Welcome!

News Feed Item

Peoples Bancorp To Expand Presence In Ohio With The Acquisition Of NB&T Financial Group, Inc.

MARIETTA, Ohio and WILMINGTON, Ohio, Aug. 4, 2014 /PRNewswire/ -- 

Filed by Peoples Bancorp Inc.
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: NB&T Financial Group, Inc.
Commission File No.: 23134

Peoples Bancorp Inc. ("Company") (NASDAQ: PEBO), parent company of Peoples Bank, National Association (collectively with the Company, "Peoples"), and NB&T Financial Group, Inc. ("NBTF") (NASDAQ: NBTF), the parent company of Wilmington, Ohio-based The National Bank and Trust Company ("NB&T"), jointly announced today the signing of a definitive merger agreement under which Peoples will acquire NBTF through a stock and cash merger. 

Founded in 1859, NB&T operates 22 branches in southwest Ohio.  As of June 30, 2014, NB&T had approximately $652 million in total assets, which included approximately $387 million in net loans, and approximately $561 million in total deposits.  NB&T also had approximately $263 million in trust assets under management.

"We are thrilled about the opportunity to dramatically expand our presence in Ohio by adding NB&T's valuable southwest Ohio franchise.  The southwest Ohio market is very attractive to us and is a market that our management team knows well," said Chuck Sulerzyski, President and CEO of Peoples.  "We believe that the commonalities between our two institutions, including NB&T's solid balance sheet and similar culture, will help create one of the strongest independent community banks headquartered in Ohio."

John Limbert, President and CEO of NBTF, added by saying, "We believe we found the perfect partner in Peoples.  They have a proven track record of profitable growth and the ability to execute acquisitions.  We are confident that this merger will serve our shareholders, customers, employees, and communities well."  Upon completion of the merger, two NBTF directors will join Peoples' Board of Directors.  Also upon completion of the merger, Mr. Limbert will be retiring.  

Additionally, Peoples is announcing the hiring of banking veteran Ed Reilly to lead the acquired branches as Executive Vice President and Regional President for the market.  He brings over 30 years of banking experience to the position, including serving as District President for Key Bank in the Southwest Ohio market from 2007 to 2012. Ed has extensive experience in the communities served by NB&T, and a demonstrated ability to lead a team offering diverse financial services.

Under the terms of the agreement, shareholders of NBTF will receive 0.9319 shares of Peoples common stock and $7.75 in cash for each share of NBTF common stock.  Based upon the volume weighted average closing price of Peoples' common stock for the twenty trading days ending August 1, 2014, the transaction is valued at $31.00 per share or approximately $109 million in aggregate, including payment in cash for outstanding options.   The transaction is projected to be immediately accretive to Peoples' earnings per share, with a tangible book value dilution payback period of approximately 5 years. 

Peoples expects the acquisition of NBTF to be completed late in the fourth quarter of 2014 or the first quarter of 2015, subject to the satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of Peoples and NBTF.  At that time, NBTF's offices will become branches of Peoples. 

Peoples was advised by Raymond James & Associates, Inc. and the law firm of Dinsmore & Shohl LLP.  NBTF was advised by Keefe, Bruyette & Woods, Inc. and the law firm Vorys, Sater, Seymour and Pease LLP. 

Important Information for Investors and Shareholders:

This news release does not constitute an offer to sell or the solicitation of an offer to buy securities of the Company.  The Company will file a registration statement on Form S-4 and other documents regarding the proposed transaction referenced in this news release with the Securities and Exchange Commission ("SEC") to register the shares of the Company's common stock to be issued to the shareholders of NBTF.  The registration statement will include a joint proxy statement/prospectus, which will be sent to the shareholders of both NBTF and the Company in advance of their respective special meetings of shareholders to be held to consider the proposed merger.   investors and security holders are urged to read the proxy statement/prospectus and any other relevant documents to be filed with the SEC in connection with the proposed transaction because they contain important information about the Company, NBTF and the proposed transaction.  Investors and security holders may obtain a free copy of these documents (when available) through the website maintained by the SEC at www.sec.gov.  These documents may also be obtained, without charge, by directing a request to Peoples Bancorp Inc., 138 Putnam Street, P.O. Box 738, Marietta, Ohio  45750, Attn.:  Investor Relations.

Peoples and NBTF and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of NBTF in connection with the proposed merger.  Information about the directors and executive officers of Peoples is set forth in the proxy statement for Peoples' 2014 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 14, 2014.  Information about the directors and executive officers of NBTF is set forth in the proxy statement for NBTF's 2014 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 19, 2014.  Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed merger when it becomes available.  Free copies of this document may be obtained as described in the preceding paragraph.

About Peoples Bancorp Inc.: 

Peoples Bancorp Inc. is a diversified financial services holding company with $2.2 billion in total assets, 50 sales offices and 50 ATMs in Ohio, West Virginia and Kentucky. Peoples makes available a complete line of banking, investment, insurance and trust solutions through its subsidiaries - Peoples Bank and Peoples Insurance Agency, LLC.  Peoples' common shares are traded on the NASDAQ Global Select Market® under the symbol "PEBO", and Peoples is a member of the Russell 3000 index of US publicly-traded companies. Learn more about Peoples at www.peoplesbancorp.com.  

About NB&T Financial Group, Inc.:

NBTF is a financial holding company headquartered in Wilmington, Ohio, with approximate assets of $652 million as of June 30, 2014.  NBTF provides a complete range of banking and other financial services to consumers and businesses through its wholly owned subsidiary, The National Bank and Trust Company. The National Bank and Trust Company operates 22 banking offices in Brown, Clermont, Clinton, Highland, Montgomery, and Warren counties.

Safe Harbor Statement:

Statements made in this news release that are not historical facts are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995.  These statements are subject to certain risks and uncertainties including, but not limited to, the successful completion and integration of the transaction contemplated in this release, which includes the retention of the acquired customer relationships, adverse changes in economic conditions, the impact of competitive products and pricing and the other risks set forth in the Company's filings with the SEC.  As a result, actual results may differ materially from the forward-looking statements in this news release.

Peoples encourages readers of this news release to understand forward-looking statements to be strategic objectives rather than absolute targets of future performance.  The Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect the occurrence of unanticipated events, except as required by applicable legal requirements.  Copies of documents filed with the SEC are available free of charge at the SEC's website at http://www.sec.gov and/or from Peoples' website.

SOURCE Peoples Bancorp Inc.

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
Behera Rasananda is a technologist, a leader, a key note speaker has more than 20 years experience in across Government, Financial, Heath Care and Insurance Verticals. Mr. Behera has vast experience in Enterprise Cloud and Big Data solutions and Enterprise Architecture. Currently he works closely for Government Solutions on Enterprise Cloud for Federal Government Agency. Scientist Behera managed and partner with clients to make complete end to end solution and Migration to cloud both private sec...
Poor data quality and analytics drive down business value. In fact, Gartner estimated that the average financial impact of poor data quality on organizations is $9.7 million per year. But bad data is much more than a cost center. By eroding trust in information, analytics and the business decisions based on these, it is a serious impediment to digital transformation.
Digital Transformation: Preparing Cloud & IoT Security for the Age of Artificial Intelligence. As automation and artificial intelligence (AI) power solution development and delivery, many businesses need to build backend cloud capabilities. Well-poised organizations, marketing smart devices with AI and BlockChain capabilities prepare to refine compliance and regulatory capabilities in 2018. Volumes of health, financial, technical and privacy data, along with tightening compliance requirements by...
Everyone wants the rainbow - reduced IT costs, scalability, continuity, flexibility, manageability, and innovation. But in order to get to that collaboration rainbow, you need the cloud! In this presentation, we'll cover three areas: First - the rainbow of benefits from cloud collaboration. There are many different reasons why more and more companies and institutions are moving to the cloud. Benefits include: cost savings (reducing on-prem infrastructure, reducing data center foot print, r...
DXWorldEXPO LLC, the producer of the world's most influential technology conferences and trade shows has announced the 22nd International CloudEXPO | DXWorldEXPO "Early Bird Registration" is now open. Register for Full Conference "Gold Pass" ▸ Here (Expo Hall ▸ Here)
Excitement and interest in APIs has skyrocketed in recent years. However, if you ask a room full of IT professionals "What is an API", you will get a wide array of answers. There exists a wide knowledge gap between API experts and those that have a general idea of what they are, but are unsure of what they have been for in the past, what they look like now, and how they can be used to expand your business in the future. In this session John will cover what the history of APIs, what an API looks ...
@DevOpsSummit at Cloud Expo, taking place November 12-13 in New York City, NY, is co-located with 22nd international CloudEXPO | first international DXWorldEXPO and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time t...
DevOps with IBMz? You heard right. Maybe you're wondering what a developer can do to speed up the entire development cycle--coding, testing, source code management, and deployment-? In this session you will learn about how to integrate z application assets into a DevOps pipeline using familiar tools like Jenkins and UrbanCode Deploy, plus z/OSMF workflows, all of which can increase deployment speeds while simultaneously improving reliability. You will also learn how to provision mainframe syste...
CloudEXPO New York 2018, colocated with DXWorldEXPO New York 2018 will be held November 11-13, 2018, in New York City and will bring together Cloud Computing, FinTech and Blockchain, Digital Transformation, Big Data, Internet of Things, DevOps, AI, Machine Learning and WebRTC to one location.
The best way to leverage your Cloud Expo presence as a sponsor and exhibitor is to plan your news announcements around our events. The press covering Cloud Expo and @ThingsExpo will have access to these releases and will amplify your news announcements. More than two dozen Cloud companies either set deals at our shows or have announced their mergers and acquisitions at Cloud Expo. Product announcements during our show provide your company with the most reach through our targeted audiences.
DevOpsSummit New York 2018, colocated with CloudEXPO | DXWorldEXPO New York 2018 will be held November 11-13, 2018, in New York City. Digital Transformation (DX) is a major focus with the introduction of DXWorldEXPO within the program. Successful transformation requires a laser focus on being data-driven and on using all the tools available that enable transformation if they plan to survive over the long term.
Traditional on-premises data centers have long been the domain of modern data platforms like Apache Hadoop, meaning companies who build their business on public cloud were challenged to run Big Data processing and analytics at scale. But recent advancements in Hadoop performance, security, and most importantly cloud-native integrations, are giving organizations the ability to truly gain value from all their data. In his session at 19th Cloud Expo, David Tishgart, Director of Product Marketing ...
Machine Learning helps make complex systems more efficient. By applying advanced Machine Learning techniques such as Cognitive Fingerprinting, wind project operators can utilize these tools to learn from collected data, detect regular patterns, and optimize their own operations. In his session at 18th Cloud Expo, Stuart Gillen, Director of Business Development at SparkCognition, discussed how research has demonstrated the value of Machine Learning in delivering next generation analytics to impr...
The challenges of aggregating data from consumer-oriented devices, such as wearable technologies and smart thermostats, are fairly well-understood. However, there are a new set of challenges for IoT devices that generate megabytes or gigabytes of data per second. Certainly, the infrastructure will have to change, as those volumes of data will likely overwhelm the available bandwidth for aggregating the data into a central repository. Ochandarena discusses a whole new way to think about your next...
Andi Mann, Chief Technology Advocate at Splunk, is an accomplished digital business executive with extensive global expertise as a strategist, technologist, innovator, marketer, and communicator. For over 30 years across five continents, he has built success with Fortune 500 corporations, vendors, governments, and as a leading research analyst and consultant.