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Deal Overview

Buyer:
DNB Financial Corporation
Actual Acquirer:
DNB First, National Association
Target:
East River Bank
Deal Type:
Bank & Thrift Company
Agreement Date:
4/4/2016
Announcement Date:
4/4/2016
Announced Deal Value ($ M):
48.99
Status:
Completed
Completion Date:
10/1/2016
Announced Deal Value Per Share ($ )
19.25

Consideration Breakout
Cash ($M) 6.7
Common Stock ($M) 34.7
Common Stock Issued 1,368,527

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 158.2 153.3
Price / Tangible Book (%) 158.2 153.3
Price / Earnings (x) 21.7 NM
Price / Deposits (%) 21.23 19.15
Price / Assets (%) 15.73 13.42
Tangible Book Premium/ Deposits (%) 11.28 9.50
Deal Terms
Description of Consideration

DNB Financial Corp. paid $18.65 in cash or exchanged 0.6562 shares of its common stock for each outstanding share of East River Bank., subject to approximately 85.3% of the consideration will be paid in common stock.

Accounting Method Acquisition
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? Market Expansion
Goodwill Generated ($ 000) 15,590
Estimated Cost Savings (%) 40.00
Estimated Cost Savings ($ 000) 3,119
Est. Restructuring Charges ($ 000) 2,555
Maximum Termination Fee ($ 000) 1,390
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.656200
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 508
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Ambassador Financial Group Inc
Seller Yes Griffin Financial Group LLC
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Stradley Ronon Stevens & Young
Seller Yes Silver Freedman Taff & Tiernan