New Hampshire Thrift Bancshares, Inc. (NASDAQ: NHTB) ("NHTB")
announced today that it has entered into a definitive agreement to
acquire The Nashua Bank for approximately $19.4 million in cash and
stock (the "Merger"). Immediately following the merger, The Nashua
Bank will merge with and into NHTB's subsidiary bank, Lake Sunapee
Bank, fsb, and will operate under the name "The Nashua Bank, a
division of Lake Sunapee Bank." The combined company will have
approximately $1.3 billion in assets and operate 28 branches in New
Hampshire and Vermont. Completion of the transaction is subject to
customary closing conditions, including the receipt of regulatory
approval and the approval of The Nashua Bank's shareholders. The
transaction is expected to close in the fourth quarter of 2012.
NHTB currently operates 19 branches in New Hampshire in Grafton,
Hillsborough, Merrimack and Sullivan Counties as well as 8 branches
in Vermont in Rutland and Windsor Counties. The Nashua Bank
currently operates one branch in New Hampshire in Hillsborough
County.
Stephen R. Theroux, NHTB Vice Chairman, President and Chief
Executive Officer said, "We are pleased and excited about this
opportunity to expand our presence in the State of New Hampshire,
and to further broaden and diversify the geographic and economic
communities served by the combination of our two banks." Mr.
Theroux's comments were echoed by G. Frank Teas, The Nashua Bank
President and Chief Executive Officer, who stated, "We are excited
about the opportunities that this combination provides to our
customers, our shareholders and our employees. We will be able to
better serve our community, while remaining true to our commitment
to community banking principles."
Under the terms of the definitive merger agreement, which has
been approved by both companies' Boards of Directors, The Nashua
Bank shareholders may elect to receive $14.50 in cash, or 1.136
shares of NHTB common stock, for each share of The Nashua Bank
common stock, subject to customary pro rata provisions, whereby 80%
of The Nashua Bank shares will be exchanged for NHTB stock and 20%
for cash.
Following the merger, G. Frank Teas, currently the President and
Chief Executive Officer of The Nashua Bank, will be employed as
Senior Vice President of Commercial Lending for the Southern Region
of Lake Sunapee Bank, fsb. Two members of the current Board of
Directors of The Nashua Bank will be appointed to the Board of
Directors of NHTB and to the Board of Directors of Lake Sunapee
Bank, fsb, to serve until at least the third anniversary of the
Merger. The remaining members of the current Board of Directors of
The Nashua Bank will be invited to serve as members of an advisory
board to be established and maintained by NHTB for at least three
years following the Merger.
NHTB was advised by Sterne, Agee & Leach, Inc. and its legal
counsel was Hogan Lovells US LLP, Washington, D.C. The Nashua Bank
was advised by Keefe, Bruyette & Woods, Inc. and its legal
counsel was Hinckley, Allen & Snyder LLP, Hartford, CT.
About New Hampshire Thrift Bancshares,
Inc.
New Hampshire Thrift Bancshares, Inc. is the bank holding
company of Lake Sunapee Bank, fsb, a federally-chartered stock
savings bank, which was formed in 1868 and which provides a wide
range of banking and financial services, and McCrillis &
Eldredge Insurance, Inc., a full-line independent insurance agency
which offers a complete range of commercial insurance services and
consumer products. At June 30, 2012, NHTB had total assets of $1.1
billion and deposits of $826.9 million.
Lake Sunapee Bank owns 50 percent of Charter Holding Company,
which is headquartered in Concord, New Hampshire and provides trust
and investment services from seven offices across New Hampshire
with approximately $1.6 billion of assets under management.
About The Nashua Bank
The Nashua Bank, a New Hampshire-chartered trust company,
provides financial services to the communities of Hillsborough
County, New Hampshire. At June 30, 2012, The Nashua Bank had total
assets of $118.3 million and deposits of $98.3 million.
Additional Information About the
Transaction
This communication shall not constitute an
offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities.
The proposed transaction will be submitted to the shareholders
of The Nashua Bank for their consideration. In connection with the
proposed merger with The Nashua Bank, NHTB will file with the
Securities and Exchange Commission (the "SEC") a Registration
Statement on Form S-4 that will include a proxy statement of The
Nashua Bank that also constitutes a prospectus of NHTB. The Nashua
Bank will mail the proxy statement/prospectus to its shareholders.
Investors and security holders are urged to read the registration
statement and the proxy statement/prospectus regarding the proposed
merger when it becomes available, as well as other documents filed
with the SEC, because they will contain important information. You
may obtain a free copy of the proxy statement/prospectus (when
available) and other related documents filed by NHTB with the SEC
at the SEC's website at www.sec.gov. You will also be able to
obtain a free copy of the proxy statement/prospectus, as well as
other filing containing information about NHTB, on its website,
www.lakesunbank.com.
Copies of the proxy statement/prospectus can be obtained without
charge, when available, by directing a request to New Hampshire
Thrift Bancshares, Inc., 9 Main Street, P.O. Box 9, Newport, NH
03773, or to The Nashua Bank, 188 Main Street, Nashua, New
Hampshire 03060.
Participants in the Transaction
NHTB, The Nashua Bank and their respective directors, executive
officers and certain other members of management and employees may
be deemed to be "participants" in the solicitation of proxies from
the shareholders of The Nashua Bank in connection with the Merger.
Information about the directors and executive officers of The
Nashua Bank and their ownership of The Nashua Bank common stock,
and the interests of such participants, may be obtained by reading
the proxy statement/prospectus when it becomes available.
This press release contains statements that may be considered
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. These forward-looking statements are intended to be
covered by the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, and this statement is included for
purposes of complying with these safe harbor provisions. Readers
should not place undue reliance on such forward-looking statements,
which speak only as of the date made. These forward-looking
statements are based on current plans and expectations, which are
subject to a number of risk factors and uncertainties that could
cause future results to differ materially from historical
performance or future expectations. These differences may be the
result of various factors, including, among others: (1) failure of
the parties to satisfy the closing conditions in the merger
agreement in a timely manner or at all; (2) failure of the
shareholders of The Nashua Bank to approve the applicable merger
agreement; (3) failure to obtain governmental approvals for the
merger; (4) disruptions to the parties' businesses as a result of
the announcement and pendency of the merger; (5) costs or
difficulties related to the integration of the business following
the merger; (6) changes in general, national or regional economic
conditions; (7) the risk that the anticipated benefits, cost
savings and any other savings from the transaction may not be fully
realized or may take longer than expected to realize; (8) changes
in loan default and charge-off rates; (9) reductions in deposit
levels necessitating increased borrowings to fund loans and
investments; (10) changes in interest rates or credit availability;
(11) possible changes in regulation resulting from or relating to
the pending financial reform legislation; (12) changes in levels of
income and expense in noninterest income and expense related
activities; and (13) competition and its effect on pricing,
spending, third-party relationships and revenues. The foregoing
list should not be construed as exhaustive, and NHTB and The Nashua
Bank undertake no obligation to subsequently revise any
forward-looking statements to reflect events or circumstances after
the date of such statements, or to reflect the occurrence of
anticipated or unanticipated events or circumstances.
For additional factors that could cause actual results to differ
materially from those expressed in the forward-looking statements,
please see filings by NHTB with the SEC, including NHTB's Annual
Report on Form 10-K for the year ended December 31, 2011.
Contacts: Stephen R. Theroux Vice Chairman, Chief
Executive Officer and President New Hampshire Thrift Bancshares,
Inc. 9 Main Street, P.O. Box 9 Newport, NH 03773 (603) 863-0886
Stephen J. Frasca Chairman of the Board The Nashua Bank 2 Auburn
Street Nashua, NH 03061 (603) 889-4200
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