GAINESVILLE — Stockholders of GB&T Bancshares Inc. on Thursday approved the company's $114 million takeover by Atlanta-based SunTrust at its last annual shareholder meeting.

Owners of 10.1 million shares, or 71 percent of total shares outstanding, voted in favor of the deal. SunTrust officially takes over May 1.

The vote was not a surprise because GB&T shareholders saw their bank holding company lose $12.5 million in 2007 compared with a $9.5 million profit in 2006, mainly because of bad real estate construction loans.

But the economic tumult that the nation's housing crisis created has wrecked the balance sheets of many banks besides GB&T, including that of SunTrust, which reported Tuesday first quarter profits fell 44 percent.

Bank stocks have been hammered in the last 12 months. When SunTrust announced the deal Nov. 2, it was originally valued at $153.7 million. But the down market for bank stocks — SunTrust shares are down nearly 50 percent in the last 12 months — lopped about $40 million off the value of the deal, based on Wednesday's closing share price for SunTrust.

So given that backdrop, does the deal still make sense?

SunTrust, GB&T and some analysts still say yes.

"We fully factored the environment and its financial implications into our business case and price," said Barry Koling, a SunTrust spokesman. "We continue to believe this gives us a very attractive enhancement to our branch network at a very attractive price."

For one thing, it's relatively small by bank acquisition standards: At $114 million, GB&T stockholders stand to receive 0.1562 of a share of SunTrust stock for each of their GB&T shares by the end of the second quarter . (By comparison, SunTrust acquired National Commerce Financial in 2004 for $7.1 billion.)

But it's an important deal for SunTrust because GB&T, through its seven subsidiary banks, is well-entrenched in some of the fastest growing areas of metro Atlanta and adjacent ex-urban areas including Cobb, Gwinnett, Carroll, Hall, Polk and Paulding counties. GB&T's subsidiaries include HomeTown Bank of Villa Rica, United Bank & Trust Co., First National Bank of Gwinnett and Southern Heritage Bancorp.

SunTrust, which has a presence in some of those counties, is looking to grow market share through acquisition and is taking advantage of the problems at GB&T — and its roughly three dozen subsidiary bank branches — on the cheap.

GB&T had little choice but to sell. Its shares have plummeted roughly 50 percent in the last 12 months. And one of its subsidiary institutions, HomeTown Bank is operating under an enforcement order from the Federal Deposit Insurance Corp. For GB&T employees, Thursday's annual meeting was especially dispiriting because the vote to sell came 10 years to the exact date that the GB&T Bancshares holding company was formed. And as they filed out after the roughly 10 minute-meeting, some employees hugged one another and shook hands.

Richard A. Hunt, GB&T's president and chief executive, expressed mixed emotions.

"When you put your heart and soul into a company for 20 years as I have, it is bittersweet," he said. "But it is important for us to look out for our shareholders, and this is the best thing to do."

One banking analyst thinks SunTrust's decision to buy is just as defensive as GB&T's move to sell.

"The politically correct answer is that this is a way for SunTrust to deepen its deposit franchise in Hall County, which is still a growth area and key part of the Atlanta (metropolitan statistical area)," said Christopher W. Marinac, a banking analyst at FIG Partners in Atlanta.

"But, I believe SunTrust had loans outstanding to several of the affiliate banks owned by GB&T and as these bank subsidiaries began to struggle, the easiest course of action was to buy the company, strip away the costs, and purge the problem situation."

SunTrust won't say if GB&T owes it any money.

"Any banking connection that we may or may not have had did not factor into our business decision," SunTrust's Koling said. "This was an extremely cost effective way to expand our branch presence in those markets." John Kline, president of Kline & Associates, a Decatur bank consulting firm, agrees the driving motivation for the deal is SunTrust's desire to increase its market share.

"It's easier to buy a successful community bank than build branches from scratch," Kline said.