NBT Bancorp Inc. (NBT) (NASDAQ: NBTB) and Salisbury Bancorp, Inc.
(Salisbury) (NASDAQ: SAL) announced today that they have entered
into a definitive agreement pursuant to which Salisbury will merge
with and into NBT. The merger consideration is 100% stock and is
valued at approximately $204 million and is expected to close in
the second quarter of 2023 subject to customary closing conditions,
including approval by the shareholders of Salisbury and required
regulatory approvals. The combination, approved unanimously by the
boards of directors of both companies, will provide market
extension for both institutions and join two high-quality
franchises with long histories of service to their customers and
communities.
Salisbury is a premier community bank franchise headquartered in
Lakeville, CT and had assets of $1.51 billion, deposits of $1.33
billion, and net loans of $1.18 billion as of September 30, 2022.
Its primary subsidiary, Salisbury Bank and Trust Company, is a
Connecticut-chartered commercial bank with 14 banking offices in
northwestern Connecticut, the Hudson Valley region of New York and
southwestern Massachusetts.
Under the terms of the merger agreement, each outstanding share
of Salisbury common stock will be converted into the right to
receive 0.7450 shares of NBT common stock upon completion of the
merger, which equates to a value of $35.00 per Salisbury share and
based on NBT’s volume-weighted average closing stock price of
$46.98 for the 10-day trading period ending on November 29,
2022. The transaction is intended to qualify as a
reorganization for federal income tax purposes, and as a result,
the receipt of NBT common stock by shareholders of Salisbury is
expected to be tax-free.
NBT expects the transaction to be approximately 9.8% accretive
to first full-year proforma GAAP earnings per share after close and
4.9% per share accretive to cash earnings excluding the impact of
purchase accounting adjustments, including fair value marks to
securities and loans and the establishment of a core deposit
intangible asset.
“We are very excited to partner with Salisbury and to extend our
footprint into their attractive and complementary markets,” said
NBT President and CEO John H. Watt, Jr. “Importantly, the
organizational values upheld by the Salisbury team align very well
with those of NBT. We look forward to welcoming these
dedicated financial professionals to NBT and growing our combined
company together. We are also pleased that Rick Cantele,
Salisbury’s President and CEO, will become a member of NBT’s
Executive Management Team. Salisbury has an impressive history of
service to their customers, communities and shareholders, and we
are honored to have the opportunity to build on these
relationships.”
“We are proud to become part of a long-standing, high-performing
franchise like NBT Bank,” said Salisbury President and CEO Richard
J. Cantele, Jr. “We believe this combination will create
significant value for Salisbury shareholders, both immediately and
longer term. Furthermore, we are confident the operating
philosophies shared by NBT and Salisbury will ensure that our
customers continue to receive high-quality service from people they
know and trust. NBT has been consistently recognized for superior
customer satisfaction and offers comprehensive omni-channel
solutions. Through the partnership between Salisbury and NBT, our
customers will gain access to an expanded set of products, services
and capabilities.”
In recognition of both organizations' strong community focus,
NBT has committed to maintaining charitable support in the markets
served by Salisbury at consistent levels following the merger. NBT
has also pledged to contribute an additional $500,000 in
incremental support to demonstrate the company's ongoing commitment
to these markets.
Following the completion of the merger, Salisbury Bank and Trust
offices will become NBT Bank, N.A. locations. NBT intends to
establish a regional operations center in Lakeville, CT. The merger
agreement also provides for one director from Salisbury to be added
to the Board of Directors of NBT at closing.
Piper Sandler & Co. served as financial advisor to NBT, and
Janney Montgomery Scott LLC served as the financial advisor to
Salisbury. Hogan Lovells US LLP served as legal counsel to NBT, and
Updike, Kelly & Spellacy, P.C. served as legal counsel to
Salisbury.
Investor Call
NBT will host a conference call at 11:00 a.m. (Eastern) Monday,
December 5, 2022, to discuss the combination with Salisbury. The
audio webcast link, along with the corresponding presentation
slides, will be available on the Company’s Event Calendar page at
https://stockholderinfo.nbtbancorp.com/events-calendar/upcoming-events
and will be archived for twelve months.
Forward-Looking Statements
This press release contains forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements about NBT and Salisbury and their
industry involve substantial risks and uncertainties. Statements
other than statements of current or historical fact, including
statements regarding NBT’s or Salisbury’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 or Salisbury, 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) governmental approvals of the merger may
not be obtained, or adverse regulatory conditions may be imposed in
connection with governmental approvals of the merger; (5) the
shareholders of Salisbury may fail to approve the merger; (6) the
possibility that the merger may be more expensive to complete than
anticipated, including as a result of unexpected factors or events;
(7) diversion of management’s attention from ongoing business
operations and opportunities; (8) 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
and to successfully integrate Salisbury’s operations and those of
NBT; (9) such integration may be more difficult, time consuming or
costly than expected; (10) revenues following the proposed
transaction may be lower than expected; (11) NBT’s and Salisbury’s
success in executing their respective business plans and strategies
and managing the risks involved in the foregoing; (12) the dilution
caused by NBT’s issuance of additional shares of its capital stock
in connection with the proposed transaction; (13) changes in
general economic conditions, including changes in market interest
rates and changes in monetary and fiscal policies of the federal
government; (14) legislative and regulatory changes; and (15)
uncertainty as to the extent of the duration, scope, and impacts of
the COVID-19 pandemic on NBT, Salisbury and the proposed
transaction. Further information about these and other relevant
risks and uncertainties may be found in NBT’s and Salisbury’s
respective Annual Reports on Form 10-K for the fiscal year ended
December 31, 2021 and in subsequent filings with the Securities and
Exchange Commission (“SEC”).
Forward-looking statements speak only as of the date they are
made. NBT and Salisbury do not undertake, and specifically disclaim
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.
Additional Information and Where to Find It
In connection with the proposed transaction, NBT expects to file
with the SEC a registration statement on Form S-4 that will include
a proxy statement of Salisbury that also constitutes a prospectus
of NBT (the “proxy statement/prospectus”), which proxy
statement/prospectus will be mailed or otherwise disseminated to
Salisbury’s shareholders when it becomes available. 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: Corporate Secretary,
telephone (860) 453-3432.
No Offer
This press release 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.
Participants in Solicitation
NBT and Salisbury and their respective directors and executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. You can find information about NBT’S
executive officers and directors in NBT’S definitive proxy
statement filed with the SEC on APRIL 7, 2022. You can find
information about SALISBURY’S executive officers and directors in
SALISBURY’S definitive proxy statement filed with the SEC on April
8, 2022. Additional information regarding the interests of such
potential participants will be included in the proxy
statement/prospectus and other relevant documents filed with the
SEC when they become available. You may obtain free copies of these
documents from NBT or SALISBURY using the sources indicated
above.
Contacts: |
NBT Bancorp Inc. |
Salisbury Bancorp, Inc. |
|
John H. Watt, Jr. |
Richard J. Cantele, Jr. |
|
President and CEO |
President and CEO |
|
|
860-435-9801 |
|
Scott A. Kingsley |
|
|
EVP and Chief Financial
Officer |
|
|
607-337-6589 |
|
Salisbury Bancorp (NASDAQ:SAL)
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