March 30, 2012

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.

ABOUT THE AUTHOR
Bryan Yurcan is associate editor for Bank Systems and Technology. He has worked in various editorial capacities for newspapers and magazines for the past 8 years. After beginning his career as ...