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Combined Louisville MSA Footprint (Graphic: Business Wire)

S.Y. Bancorp, Inc. (NASDAQ: SYBT), parent company of Stock Yards Bank & Trust Company ("S.Y. Bancorp" or the "Company"), with offices in the Louisville, Indianapolis and Cincinnati metropolitan markets, today announced that it has entered into a definitive agreement to acquire all of the common stock of The Bancorp, Inc. ("Bancorp") in a cash-and-stock transaction valued at approximately $19.9 million.

Bancorp, headquartered in La Grange, Kentucky, is the holding company for THE BANK – Oldham County, Inc., which operates four branches, one each in La Grange, Louisville, Crestwood and Prospect. As of September 30, 2012, Bancorp had approximately $137.4 million in assets, $46.8 million in loans, $114.9 million in deposits and $19.4 million in tangible common equity.

Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, the transaction is valued at $19.9 million, which includes $19.5 million in consideration to Bancorp shareholders and $0.4 million in cash consideration to Bancorp option holders. The $19.5 million of consideration will include 534,885 shares of S.Y. Bancorp common stock, subject to adjustment, valued at $11.7 million based upon the 20-trading day volume-weighted average price of S.Y. Bancorp common stock as of the close of markets on December 18, 2012, and $7.8 million in cash, subject to adjustment. The transaction is expected to be accretive to S.Y. Bancorp's tangible book value per share and slightly accretive to earnings per share, excluding restructuring charges.

The combination of the two banks is expected to create the largest locally owned community bank in the Louisville MSA in terms of deposits relative to the total deposits in the MSA. The transaction, which is subject to regulatory approval, the approval of the shareholders of Bancorp and other customary conditions, is expected to close early in the second quarter of 2013. Certain directors and executive officers of Bancorp that own or control approximately 20% of the outstanding shares of Bancorp common stock have entered into agreements with S.Y. Bancorp to vote such shares in favor of the transaction.

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