Community Bank & Trust Company to be Acquired by Chittenden Corporation
05 June 2007 - 8:34AM
PR Newswire (US)
BURLINGTON, Vt., June 4 /PRNewswire-FirstCall/ -- Chittenden
Corporation (NYSE:CHZ) and Community Bank & Trust Company
(OTC:CBNH) (BULLETIN BOARD: CBNH) , announced today that they
signed a definitive merger agreement whereby Chittenden will
acquire Community Bank & Trust Company ("Community")
headquartered in Wolfeboro, New Hampshire for approximately $124.1
million in cash and stock. Consummation of the agreement is subject
to the approval of the shareholders of Community, as well as
various regulatory agencies. The acquisition is expected to close
in the fourth quarter of 2007. As a result of the transaction,
Community will merge with and into Ocean National Bank, a
Chittenden subsidiary. In announcing the agreement, Paul A.
Perrault, Chittenden's Chairman, President and Chief Executive
Officer, said, "We have long admired Community Bank & Trust and
look forward to welcoming them into our organization. The bringing
together of these two institutions dedicated to outstanding
customer service will benefit both our customers and employees."
Bradford W. Gile, Chairman of Community Bank & Trust Company,
commented, "We look forward to our merger with Ocean and the
opportunity to offer our customers the expanded banking products
and services that Ocean offers." Peter B. Alden, President and
Chief Executive Officer of Community added, "We are pleased to
become a part of Ocean and are confident that we will continue to
provide the high level of personal service our customers have come
to expect at Community Bank." Under the terms of the merger
agreement, assuming all options will be cashed out at closing,
shareholders of Community can elect to receive $33.37 per share in
cash, with total cash consideration of approximately $33.4 million,
or 1.1293 shares of Chittenden common stock for each share of
Community Bank & Trust Company stock they own, with total stock
consideration of approximately 3.1 million shares of Chittenden
common stock. Elections will be subject to allocation procedures
that are intended to ensure that 75% of the Community common stock
outstanding immediately prior to consummation of the merger will be
converted to Chittenden common stock. The transaction is intended
to qualify as a reorganization for federal income tax purposes, and
as a result, the shares of Community common stock exchanged for
shares of Chittenden common stock are expected to be transferred on
a tax-free exchange basis. Chittenden was advised by SMH Capital,
Inc., and its legal counsel, Goodwin Procter LLP. Community was
advised by, McConnell Budd & Romano, and its legal counsel was
Cranmore, FitzGerald & Meaney. Community Bank & Trust
Company had total assets of $426 million, deposits of $344 million,
and $45 million of stockholders' equity at March 31, 2007.
Community had $400 million in gross loans at March 31, 2007, of
which $246 million were commercial loans and $153 million were
residential real estate loans. Community presently operates 8
banking offices in New Hampshire in the following towns: Wolfeboro,
Exeter, Derry, Nashua, Plaistow, Hampstead, Hampton and Melvin
Village, and has a loan production office in Dover. Chittenden is a
bank holding company headquartered in Burlington, Vermont. Through
its subsidiary banks(1), Chittenden offers a broad range of
financial products and services to customers throughout Northern
New England, Massachusetts and Connecticut, including deposit
accounts and services; commercial and consumer loans; insurance;
and investment and trust services to businesses, individuals, and
the public sector. Chittenden's news releases, including earnings
announcements, are available on Chittenden's website. Chittenden
has prepared an investor package, which may be requested via e-mail
at or by calling (802) 660-1412 for a fax copy. It is also
available on the Company's website at
http://www.chittendencorp.com/. Additional Information about the
Merger and Where to Find It In connection with the proposed
acquisition of Community, Chittenden and Community intend to file
relevant materials with the Securities and Exchange Commission,
including a registration statement on Form S-4 that will contain a
proxy statement/prospectus. INVESTORS ARE URGED TO READ THESE
MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT CHITTENDEN, COMMUNITY AND THE MERGER.
The proxy statement/prospectus and other relevant materials (when
they become available), and any other documents filed by Chittenden
or Community with the SEC, may be obtained free of charge at the
SEC's website at http://www.sec.gov/. In addition, investors may
obtain free copies of the documents filed with the SEC by
Chittenden by directing a written request to Chittenden
Corporation, 2 Burlington Square, Burlington, Vermont 05402-0820,
Attention: General Counsel. Free copies of the documents filed with
the FDIC by Community may be obtained by directing a written
request to Community Bank & Trust Company, Inc., P.O. Box 59
Wolfeboro, New Hampshire 03894, Attention: Gregory A. Roark.
Chittenden, Community and their respective executive officers and
directors may be deemed to be participants in the solicitation of
proxies from the shareholders of Community in connection with the
merger. Information about the directors and executive officers of
Chittenden and Community and information about any other persons
who may be deemed participants in this transaction will be included
in the proxy statement/prospectus. You can find information about
Chittenden's directors and executive officers in the proxy
statement for Chittenden's annual meeting of stockholders filed
with the SEC on March 9, 2007. You can find information about
Community's directors and executive officers in the Proxy Statement
for Community's Annual Meeting for Shareholders dated April 27,
2007. You can obtain free copies of these documents from the SEC,
Chittenden or Community using the contact information above. 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. 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 for
forward- looking statements contained in the Private Securities
Litigation Reform Act of 1995, and this statement is included for
purposes of complying with these safe harbor provisions. 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 Community to approve the merger
agreement; (3) failure to obtain governmental approvals of the
merger, or imposition of adverse regulatory conditions in
connection with such approvals; (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
businesses following the merger; (6) changes in general, national
or regional economic conditions; (7) changes in loan default and
charge-off rates; (8) reductions in deposit levels necessitating
increased borrowings to fund loans and investments; (9) changes in
interest rates; (10) changes in levels of income and expense in
noninterest income and expense related activities; and (11)
competition. For further information on these risk factors and
uncertainties, please see Chittenden's filings with the Securities
and Exchange Commission, including Chittenden's Annual Report on
Form 10-K for the year ended December 31, 2006. Chittenden and
Community undertake no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or other changes. (1) Chittenden's subsidiaries are
Chittenden Trust Company, The Bank of Western Massachusetts,
Flagship Bank and Trust Company, Maine Bank & Trust Company,
Ocean National Bank, and Merrill Merchants Bank. Chittenden Trust
Company also operates under the names Chittenden Bank, Chittenden
Services Group, Chittenden Mortgage Services, and Chittenden
Commercial Finance, and it owns Chittenden Insurance Group, LLC,
and Chittenden Securities, LLC. DATASOURCE: Community Bank &
Trust Company CONTACT: Kirk W. Walters, +1-802-660-1561, or Peter
B. Alden, +1-603-569-8400, both of Community Bank & Trust
Company Web site: http://www.communitybanknh.com/
http://www.chittendencorp.com/
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