Peoples Bancorp to Expand Presence in Ohio

MARIETTA and WILMINGTON, OHIO – Peoples Bancorp Inc. (“Company”) (NASDAQ: PEBO), parent company of Peoples Bank, National Association (collectively with the Company, “Peoples”), and NB&T Financial Group, Inc. (“NBTF”) (NASDAQ: NBTF), the parent company of Wilmington, Ohio-based The National Bank and Trust Company (“NB&T”), jointly announced today the signing of a definitive merger agreement under which Peoples will acquire NBTF through a stock and cash merger.

Founded in 1859, NB&T operates 22 branches in southwest Ohio. As of June 30, 2014, NB&T had approximately $652 million in total assets, which included approximately $387 million in net loans, and approximately $561 million in total deposits. NB&T also had approximately $263 million in trust assets under management.

“We are thrilled about the opportunity to dramatically expand our presence in Ohio by adding NB&T’s valuable southwest Ohio franchise. The southwest Ohio market is very attractive to us and is a market that our management team knows well,” said Chuck Sulerzyski, President and CEO of Peoples. “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 NBTF, added by saying, “We believe we found the perfect partner in Peoples. They have a proven track record of profitable growth and the ability to execute acquisitions. We are confident that this merger will serve our shareholders, customers, employees, and communities well.” Upon completion of the merger, two NBTF directors will join Peoples’ Board of Directors. Also upon completion of the merger, Mr. Limbert will be retiring.

Additionally, Peoples is announcing the hiring of banking veteran Ed Reilly to lead the acquired branches as Executive Vice President and Regional President for the market. He brings over 30 years of banking experience to the position, including serving as District President for Key Bank in the Southwest Ohio market from 2007 to 2012. Ed has extensive experience in the communities served by NB&T, and a demonstrated ability to lead a team offering diverse financial services.

Under the terms of the agreement, shareholders of NBTF will receive 0.9319 shares of Peoples common stock and $7.75 in cash for each share of NBTF common stock. Based upon the volume weighted average closing price of Peoples’ common stock for the twenty trading days ending August 1, 2014, the transaction is valued at $31.00 per share or approximately $109 million in aggregate, including payment in cash for outstanding options. The transaction is projected to be immediately accretive to Peoples’ earnings per share, with a tangible book value dilution payback period of approximately 5 years.

Peoples expects the acquisition of NBTF to be completed late in the fourth quarter of 2014 or the first quarter of 2015, subject to the satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of Peoples and NBTF. At that time, NBTF’s offices will become branches of Peoples.

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