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Deal Overview

Buyer:
Tompkins Financial Corporation
Actual Acquirer:
Tompkins Financial Corporation
Target:
VIST Financial Corp.
Deal Type:
Bank & Thrift Company
Agreement Date:
1/25/2012
Announcement Date:
1/26/2012
Announced Deal Value ($ M):
84.06
Status:
Completed
Completion Date:
8/1/2012
Announced Deal Value Per Share ($ )
12.66

Consideration Breakout
Common Stock ($M) 81.5
Common Stock Issued 2,093,689

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 71.2 89.2
Price / Tangible Book (%) 116.3 113.8
Price / Earnings (x) 28.8 NM
Price / Deposits (%) 6.92 6.99
Price / Assets (%) 5.66 5.78
Tangible Book Premium/ Deposits (%) 1.30 1.05
Deal Terms
Description of Consideration

Tompkins Financial Corp. exchanged 0.3127 shares of its common stock for each share of VIST Financial Corp. Tompkins Financial Corp. also repurchased the approximately $26.5 million VIST Financial Corp.'s outstanding preferred stock and U.S. Treasury warrants held under the TARP Capital Purchase Program.

Accounting Method Acquisition
In-State Transaction? No
Merger of Equals? No
Geographic Expansion? Market Expansion
Goodwill Generated ($ 000) 52,564
Estimated Cost Savings (%) 17.00
Estimated Cost Savings ($ 000) 8,900
Est. Restructuring Charges ($ 000) 16,400
Maximum Termination Fee ($ 000) 3,300
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.312700
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) 10,700
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Macquarie Capital (USA) Inc.
Seller Yes Stifel
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Harris Beach PLLC
Seller Yes Stevens & Lee PC
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