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Combined Louisville MSA Footprint (Graphic: Business Wire)


Louisville, Kentucky-based S.Y. Bancorp, Inc., with more than $2.10 billion in assets, was incorporated in 1988 as a bank holding company. It is the parent company of Stock Yards Bank & Trust Company (click for Bank logo), which was established in 1904. The Company's common shares trade on the NASDAQ Global Select Market under the symbol SYBT. The trust preferred securities of S.Y. Bancorp Capital Trust II also trade on the NASDAQ Global Select Market under the symbol SYBTP.


The Bancorp, Inc., headquartered in La Grange, Kentucky, is the holding company for THE BANK - Oldham County, Inc. (click for Bank logo), which provides a full range of commercial and consumer banking services from four banking offices located in La Grange, Louisville, Crestwood and Prospect.


This report contains forward-looking statements under the Private Securities Litigation Reform Act of 1995 regarding S.Y. Bancorp, Bancorp, and the proposed business combination transaction between S.Y. Bancorp and Bancorp. These forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed in, or implied by, the forward-looking statements. Words such as "anticipate," "believe," "could," "estimate," "expect," "may," "plan," "will," "would" and other similar expressions are intended to identify these forward-looking statements. Such risks and uncertainties include, but are not limited to, the following: the risk that the expected cost savings, synergies and other financial benefits from the proposed acquisition might not be realized within the expected time frame or at all; the ability to promptly and effectively integrate the business of Bancorp into that of S.Y. Bancorp; the possibility that the merger does not close when expected or at all because required regulatory, shareholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all; and the reaction of customers and employees to the proposed transaction. For more information, see the risk factors described in S.Y. Bancorp's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the SEC. Forward-looking statements speak only as of the date they are made and S.Y. Bancorp and its affiliates assume no duty to update forward looking statements to reflect events or circumstances that occur after the date on which such statements were made.

 Acquisition of The Bancorp, Inc.

   by S.Y. Bancorp (NASDAQ: SYBT)

   Holding Company for Stock Yards Bank & Trust

Investors Media

Nancy Davis

Neil Lancaster

Executive Vice President and

Director of Sales and Service

Chief Financial Officer

Stock Yards Bank & Trust

S.Y. Bancorp

(502) 625-2556

(502) 625-9176

Key Management


S.Y. Bancorp

David Heintzman

Chairman and

Ja Hillebrand

Chief Executive Officer


The Bancorp, Inc.

R. Alex Rankin

Stephen Norton


President and

Chief Executive Officer



Transaction Summary
Aggregate Purchase Price $19.882 million, including cash out of in-the-money options, based upon SYBT closing price on December 18, 2012.
Purchase price $464.52 per Bancorp share, subject to adjustment.
Shares outstanding 41,933.
Fixed Exchange Ratio 12.7557 shares of SYBT for each share of Bancorp.
Accretion Immediate excluding transaction costs.
Consideration 60% stock, 40% cash.
Termination fee Up to $750,000 in certain events.
Price to tangible book 103%.
Core deposit premium 0.5%.
Projected cost savings $2.1 million annually, with approximately 60% realized in 2013.
Estimated transaction costs Approximately $1.8 million after tax.
Approvals Regulatory and shareholders of Bancorp.
Anticipated closing Early second quarter 2013.

General Information


The Bancorp

Pro Forma (2)
Total branches 31 4 35
Louisville MSA branches 25 4 29

Total assets (1)
$2.103 billion $137.4 million $2.240 billion

Louisville MSA assets (1)
$1.840 billion

$139.2 million

$1.979 billion

Gross loans (1)
$1.578 billion $46.8 million $1.625 billion

Deposits (1)
$1.690 billion $114.9 million $1.805 billion

Equity (1)
$201 million $19.4 million $220.4 million

(1) Financial data as of September 30, 2012.

(2) Financial data does not reflect potential purchase accounting adjustments.

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