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Published on 12/17/2007 in the Prospect News Special Situations Daily.

S&T Bancorp to acquire IBT Bancorp in stock and cash deal

By Lisa Kerner

Charlotte, N.C., Dec. 17 - S&T Bancorp, Inc. agreed to acquire IBT Bancorp, Inc. in a move designed to expand S&T Bancorp's existing footprint in Pennsylvania's Westmoreland and Allegheny Counties.

In addition, Irwin Bank will merge with and into S&T Bank, with S&T Bank as the surviving bank, according to a news release.

The stock and cash deal is valued at $171 million. IBT shareholders will receive $31 per share in cash or between 0.93 and 0.97 of a share of S&T Bancorp common stock, subject to proration.

In addition, the merger agreement includes termination rights for both IBT and S&T Bancorp and a termination fee of $6.5 million payable by IBT under certain circumstances.

The merger is expected to close in the second quarter of 2008.

"Partnering with an organization such as S&T Bancorp, Inc. is a great strategic opportunity," IBT president and chief executive officer Charles G. Urtin said in the release.

"We are well aligned when it comes to culture, serving the customer, offering a wide array of products and financial services as well as an ongoing commitment to providing good returns to shareholders."

Stifel Nicolaus & Co., Inc. advised S&T Bancorp, while Sandler O'Neill + Partners LP advised IBT.

S&T Bancorp is the holding company for S&T Bank. The company is based in Indiana, Pa.

Irwin, Pa.-based IBT is the holding company for Irwin Bank.

Acquirer:S&T Bancorp, Inc.
Target:IBT Bancorp, Inc.
Announcement date:Dec. 17
Transaction total:$171 million
Price per share:$31 cash or between 0.93 and 0.97 of a S&T Bancorp share
Termination fee:$6.5 million
Expected closing:Second quarter of 2008
Stock price for acquirer:Nasdaq: STBA: $28.85 on Dec. 14
Stock price of target:AMEX: IRW: $19.19 on Dec. 14

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