Peoples announces acquisition of NB&T

MARIETTA – Peoples Bancorp Inc. is acquiring a Southwest Ohio banking company, officials announced Tuesday.

Under the merger agreement between Peoples Bancorp, the parent company of Peoples Bank, and NB&T Financial Group Inc., the parent company of the National Bank and Trust Co. of Wilmington, Peoples will acquire the financial group through a stock and cash merger.

Under the terms of the agreement, shareholders of NB&T Financial Group will receive 0.9319 shares of Peoples common stock and $7.75 in cash for each share of NB&T Financial Group common stock. The transaction is valued at $31 per share or $109 million in aggregate, including payment in cash for outstanding options.

Chuck Sulerzyski, president and CEO of Peoples, said the company was “thrilled” about the expansion.

“The southwest Ohio market is very attractive to us and is a market that our management team knows well,” Sulerzyski said. “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 NB&T Financial Group, said the merger will benefit the shareholders, customers, employees and the communities.

“We believe we found the perfect partner in Peoples,” Limbert said. “They have a proven track record of profitable growth and the ability to execute acquisitions.”

Upon completion of the merger, two NB&T Financial Group directors will join Peoples’ board of directors. Limbert will retire upon completion of the merger.

Ed Reilly was hired to lead the acquired branches as executive vice president and regional president for the market.

Reilly has more than 30 years of banking experience and was district president for Key Bank in the Southwest Ohio market from 2007 to 2012. He has extensive experience in the communities served by NB&T and a demonstrated ability to lead a team offering diverse financial services, Peoples said.

NB&T operates 22 branches in southwest Ohio. As of June 30, the company had $652 million in assets, which included $387 million in net loans and $561 million in deposits.

NB&T also had $263 million in trust assets under management.

The acquisition should be completed late this year or the first quarter of 2015, subject to regulatory approvals and the approval of the shareholders of Peoples and NB&T Financial Group. NB&T Financial Group offices will become branches of Peoples.

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