August 19, 2014 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of NB&T Financial Group, Inc. (NASDAQ:NBTF), was announced concerning whether the takeover of NB&T Financial Group, Inc. by Peoples Bancorp Inc. is unfair to NASDAQ:NBTF stockholders.

The investigation by a law firm concerns whether certain officers and directors of NB&T Financial Group, Inc. breached their fiduciary duties owed to NASDAQ:NBTF investors in connection with the proposed acquisition.

On August 4, 2014, Peoples Bancorp Inc. (NASDAQ: PEBO), parent company of Peoples Bank, National Association (collectively with Peoples Bancorp Inc, Peoples), and NB&T Financial Group, Inc. (NASDAQ: NBTF), the parent company of Wilmington, Ohio-based The National Bank and Trust Company (NB&T), jointly announced the signing of a definitive merger agreement under which Peoples will acquire NB&T Financial Group, Inc. (NASDAQ:NBT) through a stock and cash merger. Under the terms of the agreement, shareholders of NB&T Financial Group, Inc. (NASDAQ:NBTF) will receive 0.9319 shares of Peoples common stock and $7.75 in cash for each share of NASDAQ: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.

However, the investigation concerns whether the offer is unfair to NASDAQ:NBTF stockholders. More specifically, the investigation concerns whether the NB&T Financial Group Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.

NB&T Financial Group, Inc. reported that its Net Income increased from $3.88 million in 2012 to $.24 million in 2013. Shares of NB&T Financial Group, Inc. (NASDAQ:NBTF) grew from $17.00 per share in October 2012 to as high as $22.75 per share in August 2013.