2009-08-27 / Local & State

Tower Bancorp Announces Public Offering Of Common Stock

Tower Bancorp Inc. (NASDAQ: TOBC) announced last Thursday that it has commenced an underwritten public offering of up to $50 million of shares of its common stock pursuant to an effective shelf registration statement. In addition to the offering by the company, certain of its officers and directors intend to sell up to 159,074 additional shares of the company's common stock as part of the offering. Raymond James & Associates Inc. is serving as lead book-running manager of the offering with Keefe, Bruyette & Woods, Inc. and Stifel, Nicolaus & Co. Inc. serving as co-managers. The company intends to grant the underwriters a 30-day option to purchase up to an additional 15 percent of the total number of shares to be sold by the company in the offering to cover over-allotments, if any. At the company's request, the underwriters have reserved up to 160,000 shares of common stock for sale in the offering to the company's directors, officers and employees, and to persons having business relationships with the company, at the same offering price as that of the offering. The company expects that the pricing of the offering will occur during the week of August 24, 2009.

The company intends to use the net proceeds from the offering for general corporate purposes, including contribution to the capital of its bank subsidiary to support the bank subsidiary's lending and investing activities; repayment of its debt; supporting or funding acquisitions of other institutions or branches if opportunities for such transactions become available; and other permitted activities. The company will not receive any proceeds from the sale of securities by any selling security holders in the offering.

The shares will be sold in the offering pursuant to a prospectus supplement filed with the Securities and Exchange Commission (the "SEC") as part of the company's existing effective shelf registration statement on Form S-3 (File No. 333-161272). Prospective investors should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the company has filed with the SEC for more complete information about the company and the offering. Investors may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, a copy of the prospectus supplement may be obtained from Raymond James & Associates Inc. at 880 Carillon Parkway, St. Petersburg, FL 33716 or by telephone at 727-567-2400.

This announcement does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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