S&T Bancorp announced today it has agreed to acquire Gateway Bank of Pennsylvania in a 75 percent stock and 25 percent cash transaction.
Based in McMurray, Penn., Gateway has assets of $120 million and two branches. The 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.
Under the terms of the merger agreement, which has been unanimously approved by the boards of directors of both companies, S&T 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 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 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.