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Ademi & O’Reilly, LLP is investigating the Board of DNB Financial Corporation (NASDAQ: DNB) for possible breaches of fiduciary duty and other violations of the law in connection with the sale of DNB to S&T.

Ademi & O’Reilly, LLP alleges DNB financial outlook is improving and yet DNB shareholders will receive the equivalent of only $47.28 per share.  S&T is purchasing DNB at a substantial discount.  The merger agreement unreasonably limits competing bids for DNB by prohibiting solicitation of further bids, and imposing a termination penalty if DNB accepts a superior bid. DNB insiders will receive millions of dollars as part of change of control arrangements. We are investigating on the conduct of DNB’s board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for DNB.