New Hampshire Thrift Bancshares, Inc. (NASDAQ: NHTB), parent
company of Lake Sunapee Bank, fsb, and Central Financial
Corporation (PINKSHEETS: CEVT) today jointly announced that they
have entered into a definitive agreement through which New
Hampshire Thrift Bancshares will acquire Central Financial
Corporation and its subsidiary, The Randolph National Bank.
Originally established in 1875, The Randolph National Bank serves
the credit and deposit needs of individuals and businesses with
offices in the Vermont communities of Rochester, Royalton, South
Royalton, Randolph, Williamstown and Quechee, and has assets in
excess of $170 million.
"We are very excited to deepen our market presence in Vermont
with the addition of a franchise that has successfully served its
communities in the White River Valley for over 130 years," said
Stephen R. Theroux, Vice Chairman, President and Chief Executive
Officer of New Hampshire Thrift Bancshares. "We welcome the
customers and employees of The Randolph National Bank to the Lake
Sunapee family and look forward to building upon the service
culture that has been the hallmark of this fine institution."
Shareholders of Central Financial Corporation will receive 8.699
shares of New Hampshire Thrift Bancshares common stock for each
share of Central Financial Corporation common stock in a
transaction representing $115.00 per Central Financial Corporation
share, or $14.4 million, based upon the 10-day average closing
price of New Hampshire Thrift Bancshares ending April 2, 2013, of
$13.22 per share. Immediately following the merger, Randolph
National Bank will merge with and into Lake Sunapee Bank, fsb, and
the combined company will have approximately $1.45 billion in
assets and operate 38 locations in New Hampshire and Vermont.
Steven H. Dimick, President and Chief Executive Officer of
Central Financial Corporation and Randolph National Bank, said,
"Not only do New Hampshire Thrift Bancshares and Lake Sunapee Bank
share our focus on customer service and community banking, but they
have a proven track record of integrating other community banks
like ours into their franchise. We wanted a partner that would
provide our shareholders with a higher dividend and enhanced
liquidity for their stock and would continue to provide our
customers with the same level of personalized service to which they
are accustomed, along with the additional products and services of
a larger institution. We believe that our shareholders and
customers will benefit from this transaction."
Following the merger, Steven H. Dimick will be appointed to the
Board of Directors of New Hampshire Thrift Bancshares and Lake
Sunapee Bank. The definitive merger agreement has been approved by
the Boards of Directors of both companies and the transaction is
expected to close in the fourth quarter of 2013, subject to
customary closing conditions, including the receipt of regulatory
approval and the approval of Central Financial Corporation's
shareholders. The transaction is expected to be accretive to the
earnings per share of New Hampshire Thrift Bancshares in the first
full year of operations.
New Hampshire Thrift Bancshares was advised by Griffin Financial
Group, LLC and its legal counsel was Hogan Lovells US LLP,
Washington, D.C. Central Financial Corporation was advised by Bank
Analysis Center, Inc. and its legal counsel was Cranmore,
FitzGerald & Meaney, 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. New Hampshire Thrift
Bancshares currently operates 22 locations in New Hampshire in
Grafton, Hillsborough, Merrimack and Sullivan Counties as well as 8
locations in Vermont in Rutland and Windsor Counties. At December
31, 2012, New Hampshire Thrift Bancshares had total assets of $1.3
billion and currently has a market capitalization of approximately
$93 million.
Lake Sunapee Bank, fsb has three wholly owned subsidiaries. Lake
Sunapee Financial Services Corp., Lake Sunapee Group, Inc., which
owns and maintains all buildings and investment properties, and
McCrillis & Eldredge Insurance, Inc., a full-line independent
insurance agency acquired in 2012, which offers a complete range of
commercial insurance services and consumer products. Additionally,
Lake Sunapee Bank recently announced its intention to purchase the
remaining 50 percent of Charter Holding Company which it does not
currently own. Charter Holding Company is headquartered in Concord,
New Hampshire and provides trust and investment services from seven
offices across New Hampshire with approximately $1.5 billion of
assets under management.
About Central Financial Corporation
Central Financial Corporation is the bank holding company for
The Randolph National Bank. The Randolph National Bank, originally
chartered as The National Bank of West Randolph, was established by
local investors in 1875 to serve a region dominated by agriculture,
forestry, railroads and manufacturing. Though the region's economy
has changed, The Randolph National Bank has continued to grow and
prosper. Today The Randolph National Bank has assets in excess of
$170 million and provides services through eight banking offices
and nine ATMs.
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 Central Financial Corporation for their consideration. In
connection with the proposed merger with Central Financial
Corporation, New Hampshire Thrift Bancshares will file with the
Securities and Exchange Commission (the "SEC") a Registration
Statement on Form S-4 that will include a proxy statement of
Central Financial Corporation that also constitutes a prospectus of
New Hampshire Thrift Bancshares. Central Financial Corporation 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 New Hampshire
Thrift Bancshares 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 New Hampshire Thrift Bancshares, 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 Central Financial Corporation, 21 Main Street,
Randolph, Vermont 05060.
Participants in the Transaction
New Hampshire Thrift Bancshares, Central Financial Corporation
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 Central Financial Corporation in connection with the merger.
Information about the directors and executive officers of Central
Financial Corporation and their ownership of Central Financial
Corporation 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 Central Financial Corporation 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 New
Hampshire Thrift Bancshares and Central Financial Corporation
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 New Hampshire Thrift Bancshares with the SEC,
including New Hampshire Thrift Bancshares' Annual Report on Form
10-K for the year ended December 31, 2012.
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 Steven H.
Dimick President and Chief Executive Officer Central Financial
Corporation 21 Main Street Randolph, VT 05060 (802) 728-9611
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