2009-09-03 / Local & State

Tower Bancorp Inc. Announces Pricing Of Common Stock Offering

August 28, 2009 - Tower Bancorp Inc. announced Friday that it has priced a public offering of 1,968,509 shares of its common stock, including 99,350 shares offered by certain officers and directors of the company, at $26.75 per share. 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 has granted the underwriters a 30-day option to purchase up to an additional 280,374 shares, representing 15 percent of the total number of shares to be sold by the company in the offering, to cover over-allotments, if any.

The company estimates that net proceeds to the company from the offering will be approximately $47.5 million after deducting underwriting commissions (or approximately $54.6 million if the underwriters exercise their over-allotment option in full), but before deductions for other transaction expenses. 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 the selling securityholders in the offering.

The company expects to close the sale of the shares of common stock on September 2, 2009, subject to customary closing conditions.

The shares will be issued 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). The offering will be made only by means of a prospectus and the related prospectus supplement. Prospective investors should read the prospectus, the prospectus supplement and other documents the company has filed or will file 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. Copies of the prospectus and the related 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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