MARIETTA, Ohio, Aug. 7, 2014 /PRNewswire/ --
Filed by Peoples Bancorp Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: NB&T Financial Group, Inc.
Commission File No.: 23134
Peoples Bancorp Inc. ("Peoples" or the "Company") (NASDAQ: PEBO)
announced today that it completed the sale of 1,847,826 shares of
common stock at a price of $23.00 per
share to institutional investors through a private placement.
The Company received net proceeds of approximately $40 million from the private placement. The
Company intends to use the net proceeds of the offering, in part,
to fund the cash consideration for its recently announced
acquisition of NB&T Financial Group, Inc. ("NBTF") (NASDAQ:
NBTF) and for general corporate purposes. The shares will be
registered for resale on a Form S-3.
"We are very pleased to announce the completion of the Company's
private placement of common stock. The net proceeds of this
private placement will, in part, facilitate our recently announced
acquisition of NBTF. We are also very pleased that several
outstanding institutional investors participated in the offering,"
said Chuck W. Sulerzyski, President
and Chief Executive Officer of Peoples.
Raymond James & Associates,
Inc. served as the sole placement agent for the private
placement. Peoples was advised by the law firm of Dinsmore
& Shohl LLP.
Important Information for Investors and
Shareholders:
This news release does not constitute an offer
to sell or the solicitation of an offer to buy securities of the
Company. The Company will file a registration statement on Form S-4
and other documents regarding the proposed transaction referenced
in this news release with the Securities and Exchange Commission
("SEC") to register the shares of the Company's common stock to be
issued to the shareholders of NBTF. The registration statement will
include a joint proxy statement/prospectus, which will be sent to
the shareholders of both NBTF and the Company in advance of their
respective special meetings of shareholders to be held to consider
the proposed merger. Investors and security holders are urged to
read the proxy statement/prospectus and any other relevant
documents to be filed with the SEC in connection with the proposed
transaction because they contain important information about the
Company, NBTF and the proposed transaction. Investors and security
holders may obtain a free copy of these documents (when available)
through the website maintained by the SEC at www.sec.gov. These
documents may also be obtained, without charge, by directing a
request to Peoples Bancorp Inc., 138 Putnam Street, P.O. Box 738,
Marietta, Ohio 45750, Attn.:
Investor Relations.
Peoples and NBTF and certain of their directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the shareholders of NBTF in connection with the
proposed merger. Information about the directors and executive
officers of Peoples is set forth in the proxy statement for
Peoples' 2014 annual meeting of shareholders, as filed with the SEC
on Schedule 14A on March 14, 2014.
Information about the directors and executive officers of NBTF is
set forth in the proxy statement for NBTF's 2014 annual meeting of
shareholders, as filed with the SEC on a Schedule 14A on
March 19, 2014. Additional
information regarding the interests of those participants and other
persons who may be deemed participants in the transaction may be
obtained by reading the Proxy Statement/Prospectus regarding the
proposed merger when it becomes available. Free copies of this
document may be obtained as described in the preceding
paragraph.
About Peoples Bancorp Inc.:
Peoples Bancorp Inc. is a
diversified financial services holding company with $2.2 billion in total assets, 50 sales offices
and 50 ATMs in Ohio, West Virginia and Kentucky. Peoples makes available a complete
line of banking, investment, insurance and trust solutions through
its subsidiaries - Peoples Bank and Peoples Insurance Agency, LLC.
Peoples' common shares are traded on the NASDAQ Global Select
Market® under the symbol "PEBO," and Peoples is a member of the
Russell 3000 index of US publicly-traded companies. Learn more
about Peoples at www.peoplesbancorp.com.
Safe Harbor Statement:
Statements made in this news
release that are not historical facts are "forward-looking
statements" within the meaning of Section 27A of the Securities Act
of 1933, as amended, Section 21E of the Securities Exchange Act of
1934, as amended, and the Private Securities Litigation Reform Act
of 1995. These statements are subject to certain risks and
uncertainties including, but not limited to, the successful
completion and integration of the transaction contemplated in this
release, which includes the retention of the acquired customer
relationships, adverse changes in economic conditions, the impact
of competitive products and pricing and the other risks set forth
in the Company's filings with the SEC. As a result, actual
results may differ materially from the forward-looking statements
in this news release.
Peoples encourages readers of this news release to understand
forward-looking statements to be strategic objectives rather than
absolute targets of future performance. The Company
undertakes no obligation to update these forward-looking statements
to reflect events or circumstances after the date of this news
release or to reflect the occurrence of unanticipated events,
except as required by applicable legal requirements. Copies
of documents filed with the SEC are available free of charge at the
SEC's website at http://www.sec.gov and/or from Peoples'
website.
SOURCE Peoples Bancorp Inc.