NBT Bancorp Inc. Receives Regulatory Approval, Announces Date for Merger With Salisbury Bancorp, Inc.
10 Julio 2023 - 3:00PM
NBT Bancorp Inc. (“NBT” or the “Company”) (NASDAQ: NBTB) announced
that it has received regulatory approval to complete the proposed
merger of Salisbury Bancorp, Inc. (“Salisbury”) with and into NBT
and Salisbury Bank and Trust Company (“Salisbury Bank”) with and
into NBT Bank, National Association (“NBT Bank”) (the “Merger”).
The Office of the Comptroller of the Currency and the Connecticut
State Banking Department both approved the Merger, and NBT received
an application waiver from the Federal Reserve Bank of New York.
The Merger is expected to close on August 11,
2023, subject to the satisfaction of customary closing conditions.
A weekend systems conversion will follow with locations of
Salisbury Bank opening as NBT Bank offices on August 14, 2023.
“Our integration team, made up of employees from
Salisbury and NBT, has worked diligently since our announcement to
plan a successful transition for Salisbury customers. The team is
poised and ready to execute our plan in the weeks ahead,” said NBT
President and Chief Executive Officer John H. Watt, Jr. “We are
pleased to have received the required approvals that will enable
NBT to welcome new customers, employees and shareholders from
Salisbury. Through our integration, we will bring together two
high-quality community banks and offer Salisbury customers a larger
branch network and a broader variety of financial services.”
On December 5, 2022, NBT and Salisbury entered
into an Agreement and Plan of Merger pursuant to which Salisbury
will merge with and into NBT in an all-stock transaction. Salisbury
shareholders approved the proposed merger on April 12, 2023.
Salisbury is a premier community bank franchise headquartered in
Lakeville, CT. Its primary subsidiary, Salisbury Bank, is a
Connecticut-chartered consumer and commercial bank with 13 banking
offices in northwestern Connecticut, the Hudson Valley region of
New York, and southwestern Massachusetts.
Corporate Overview
NBT Bancorp is a financial holding company
headquartered in Norwich, NY, with total assets of $11.84 billion
at March 31, 2023. The Company primarily operates through NBT Bank,
N.A., a full-service community bank, and through two financial
services subsidiaries. NBT Bank, N.A. has 140 banking locations in
New York, Pennsylvania, Vermont, Massachusetts, New Hampshire,
Maine and Connecticut. EPIC Advisors, Inc. is a national benefits
administration firm. NBT Insurance Agency, LLC, is a full-service
regional insurance agency.
Forward Looking Statements
This communication contains forward-looking
statements as defined in the Private Securities Litigation Reform
Act of 1995. Such forward-looking statements about NBT and its
industry involve substantial risks and uncertainties. Statements
other than statements of current or historical fact, including
statements regarding NBT’s future financial condition, results of
operations, business plans, liquidity, cash flows, projected costs,
and the impact of any laws or regulations applicable to NBT, are
forward-looking statements. Words such as “anticipates,”
“believes,” “estimates,” “expects,” “forecasts,” “intends,”
“plans,” “projects,” “may,” “will,” “should” and other similar
expressions are intended to identify these forward-looking
statements. Such statements are subject to factors that could cause
actual results to differ materially from anticipated results.
Among the risks and uncertainties that could
cause actual results to differ from those described in the
forward-looking statements include, but are not limited to the
following: (1) the businesses of NBT and Salisbury may not be
combined successfully, or such combination may take longer to
accomplish than expected; (2) the cost savings from the merger may
not be fully realized or may take longer to realize than expected;
(3) operating costs, customer loss and business disruption
following the merger, including adverse effects on relationships
with employees, may be greater than expected; (4) the possibility
that the merger may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; (5)
diversion of management’s attention from ongoing business
operations and opportunities; (6) the possibility that the parties
may be unable to achieve expected synergies and operating
efficiencies in the merger within the expected timeframes or at all
or to successfully integrate Salisbury’s operations and those of
NBT; (7) such integration may be more difficult, time consuming or
costly than expected; (8) revenues following the proposed
transaction may be lower than expected; (9) NBT’s and Salisbury’s
success in executing their respective business plans and strategies
and managing the risks involved in the foregoing; (10) the dilution
caused by NBT’s issuance of additional shares of its capital stock
in connection with the proposed transaction; (11) changes in
general economic conditions, including changes in market interest
rates and changes in monetary and fiscal policies of the federal
government; and (12) legislative and regulatory changes. Further
information about these and other relevant risks and uncertainties
may be found in NBT’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2022 and in subsequent filings with the
SEC.
Forward-looking statements speak only as of the
date they are made. NBT does not undertake, and specifically
disclaims any obligation, to publicly release the result of any
revisions which may be made to any forward-looking statements to
reflect the occurrence of anticipated or unanticipated events or
circumstances after the date of such statements. You are cautioned
not to place undue reliance on these forward-looking
statements.
Important Additional Information and
Where to Find It
In connection with the proposed transaction, NBT
has filed with the Securities and Exchange Commission
(“SEC”) a registration statement on Form S-4 that includes a
proxy statement of Salisbury that also constitutes a prospectus of
NBT (the “proxy statement/prospectus”), which proxy
statement/prospectus was mailed or otherwise disseminated to
Salisbury’s shareholders on or about March 7, 2023. NBT and
Salisbury also plan to file other relevant documents with the SEC
regarding the proposed transaction. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON
FORM S-4, THE PROXY STATEMENT/PROSPECTUS TO BE INCLUDED WITHIN THE
REGISTRATION STATEMENT ON FORM S-4, AND ANY OTHER RELEVANT
DOCUMENTS FILED OR TO BE FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
NBT, SALISBURY AND THE PROPOSED TRANSACTION. You may
obtain a free copy of the registration statement, including the
proxy statement/prospectus (when it becomes available) and other
relevant documents filed by NBT and Salisbury with the SEC, without
charge, at the SEC’s website at www.sec.gov. Copies of the
documents filed by NBT with the SEC will be available free of
charge on NBT’s website at www.nbtbancorp.com or by directing a
request to NBT Bancorp Inc., 52 South Broad Street, Norwich, NY
13815, attention: Corporate Secretary, telephone (607) 337-6141.
Copies of the documents filed by Salisbury with the SEC will be
available free of charge on Salisbury’s website at
www.salisburybank.com or by directing a request to Salisbury
Bancorp, Inc., 5 Bissell Street, P.O. Box 1868, Lakeville, CT
06039-1868, attention: Secretary, telephone (860) 453-3432.
No Offer
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities. No
offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, and otherwise in accordance with
applicable law.
Contact: |
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John H. Watt, Jr., President and CEOScott A. Kingsley, Executive
Vice President and CFONBT Bancorp Inc.52 South Broad StreetNorwich,
NY 13815607-337-6589 |
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