UPDATE 1-National Penn to buy KNBT Bancorp for about $464.6 mln

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Fri Sep 7, 2007 8:20am EDT

(Adds details)

Sept 7 (Reuters) - National Penn Bancshares Inc (NPBC.O) agreed to buy KNBT Bancorp KNBT.O for about $464.6 million, to create the fifth-largest Pennsylvania-based bank holding company.

Under the deal, National Penn is offering one share of its common stock for each KNBT share, which will be increased to 1.03 shares following a 3 percent stock dividend to be paid by National Penn on Sept. 28, the company said in a statement.

Based on National Penn's closing price of $16.81 on Thursday, the offer values KNBT at about $17.31 per share, a 20 percent premium to KNBT's close of $14.37.

The deal is expected to add to National Penn's earnings per share in 2008 and reduce operating expenses by about $26.2 million, which is 12.1 percent of the combined organization's expense base.

Following the transaction, National Penn shareholders will own about 65 percent and KNBT shareholders 35 percent of the combined company.

(Reporting by Aditi Samajpati in Bangalore)

((Editing by Anil D'Silva, Jarshad Kakkrakandy; Reuters Messaging: aditi.samajpati.reuters.com@reuters.net; within U.S. +1 646 223 8780; outside U.S. +91 80 4135 5800)) Keywords: KNBT TAKEOVER/NATIONALPENN

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