S&T Bancorp, Inc. And Integrity Bancshares, Inc. Announce Election Deadline
INDIANA, Pa., Feb. 17, 2015 /PRNewswire/ -- S&T Bancorp, Inc. (NASDAQ: STBA) and Integrity Bancshares, Inc. (OTCQB: ITBC) jointly announced today in accordance with the terms of the definitive merger agreement entered into between the parties on October 29, 2014, the election deadline will be 5 p.m. eastern standard time on Wednesday, February 25, 2015.
The election deadline is the deadline for shareholders of Integrity Bancshares common stock to elect the form of consideration they wish to receive in the merger. As previously disclosed, for each share of Integrity Bancshares common stock held, Integrity Bancshares shareholders can elect either S&T Bancorp common stock, cash, or a combination of S&T Bancorp common stock and cash. Each election will be subject to proration as provided by the terms of the definitive merger agreement. Integrity Bancshares shareholders should carefully read all the election materials provided to them before making their election. The election deadline does not impact the ability of shareholders of Integrity Bancshares to vote to approve the merger transaction prior to, or in person at, the special meeting of the shareholders of Integrity Bancshares to be held on Tuesday, February 24, 2015.
Shareholders of Integrity Bancshares that have questions about the merger, the previously mailed proxy statement/prospectus, the special meeting of shareholders or the form of election should contact Laurel L. Leitzel, Chief Financial Officer of Integrity, at 717-920-4900.
About S&T Bancorp
Headquartered in Indiana, Pa., S&T Bancorp, Inc. operates offices within Allegheny, Armstrong, Blair, Butler, Cambria, Centre, Clarion, Clearfield, Indiana, Jefferson, Washington and Westmoreland counties, as well as loan production offices in northeast and central Ohio. With assets of $5 billion, S&T Bancorp, Inc. stock trades on the NASDAQ Global Select Market under the symbol STBA. For more information, visit http://www.stbancorp.com.
About Integrity Bank
Integrity Bank, headquartered in Camp Hill, Pa., officially opened on June 7, 2003. Today, this record-setting financial institution boasts over $860 million in total assets, has branch offices in Cumberland, Dauphin, York and Lancaster counties, and holds claim to the title of "Pennsylvania's Most Successful Banking Franchise."
In connection with the proposed merger, S&T Bancorp filed with the Securities and Exchange Commission a registration statement on Form S-4 that includes a proxy statement/prospectus for the shareholders of Integrity Bancshares. S&T Bancorp has also filed other documents with the SEC regarding the proposed merger transaction with Integrity Bancshares. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed merger, Integrity Bancshares previously mailed the final proxy statement/prospectus to its shareholders. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement/prospectus, as well as other filings containing information about S&T Bancorp are available without charge, at the SEC's Internet site (http://www.sec.gov).
This news release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as "may," "believe," "expect," "anticipate," "intend," "will," "should," "plan," "estimate," "predict," "continue" and "potential" or the negative of these terms or other comparable terminology ,including statements related to the expected timing of the closing of the proposed merger and the expected returns and other benefits of the proposed merger to shareholders. Forward-looking statements represent management's beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements, and there can be no assurances that: the proposed merger will close when expected or the expected returns and other benefits of the proposed merger to shareholders will be achieved. Factors that could cause or contribute to such differences include, but are not limited to, the possibility that expected benefits may not materialize in the time frames expected or at all, or may be more costly to achieve; that the merger transaction may not be timely completed, if at all; that prior to completion of the merger transaction or thereafter, the parties' respective businesses may not perform as expected due to transaction-related uncertainties or other factors; that the parties are unable to implement successful integration strategies; that the required regulatory, shareholder, or other closing conditions are not satisfied in a timely manner, or at all; reputational risks and the reaction of the parties' customers to the merger transaction; diversion of management time to merger-related issues; and other factors and risk influences contained in the cautionary language included under the headings "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" in S&T Bancorp's Form 10-K for the fiscal year ended December 31, 2013 and other documents subsequently filed by S&T Bancorp with the SEC. Consequently, no forward-looking statement can be guaranteed. S&T Bancorp does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise
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SOURCE S&T Bancorp, Inc.
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