Positions Camden National as a Premier
Northern New England Bank
CAMDEN,
Maine and NORTH CONWAY,
N.H., Sept. 10, 2024 /PRNewswire/ -- Camden
National Corporation ("Camden National") (NASDAQ: CAC), the bank
holding company for Camden National Bank, and Northway Financial,
Inc. ("Northway") (OTCQB: NWYF), the parent company of Northway Bank, announced today that they have
entered into a definitive agreement under which Camden National
will acquire Northway in an all-stock transaction valued at
approximately $86.6 million.
The transaction presents a unique opportunity to combine two
high-quality and culturally aligned franchises with adjacent
geographies, creating a premier publicly traded northern New
England bank. The combined company will have 74 branches serving
attractive markets throughout a contiguous footprint in
New Hampshire and Maine, with approximately $7.0 billion in assets, $5.1 billion in loans, $5.5 billion in deposits, and $2.0 billion of Assets Under Administration
(AUA). The combined company will operate under the Camden National
Bank name.
"Camden National and Northway share a similar culture,
consistent credit and risk profiles, and deep commitment to the
communities we serve," said Simon
Griffiths, president and chief executive officer of Camden
National. "This union will increase our size and scale, and bolster
our presence in New Hampshire,
which we believe will drive profitability and shareholder value.
Our customers, employees, and communities will significantly
benefit from broader product offerings, higher lending limits, and
an enhanced customer experience."
"We are excited to announce this strategic combination with
Camden National. The ability to have two organizations with
similar missions come together positions us well in a significantly
competitive market; particularly with an improved ability to
allocate capital in more ways than we could on our own.
Combined, we strengthen our foundations of a forward-thinking
approach to community banking while best serving clients with whom
we have built strong relationships over the years." said
William Woodward, president, chief
executive officer and chairman of Northway Financial. "With shared
histories and community commitment, this alliance doesn't just
extend our influence; it drives significant operational
enhancements and strategically positions us for future growth for
years to come."
Subject to the terms of the definitive agreement, which both
boards have unanimously approved, Northway shareholders will
receive 0.83 shares of Camden National common stock for each
outstanding share of Northway common stock. Based on Camden
National's closing stock price of $37.90 on September 9,
2024, the transaction is valued at approximately $86.6
million or $31.46 per share of
Northway common stock. Following the completion of the transaction,
one Northway director will join the boards of directors of both
Camden National and Camden National Bank upon the completion of the
transaction.
Griffiths continued, "The merger will build upon our existing
presence in New Hampshire and
provide the opportunity to leverage our significant technology
investments and advice capabilities across an expanded customer
base. Together, we will be able to unlock meaningful growth
opportunities and create additional capacity for further strategic
technology investments to deliver an enhanced offering for
customers. I am excited to work with Northway's impressive team to
build upon both of our successful community banking
franchises."
As of June 30, 2024, Northway had
approximately $1.3 billion of total
assets, $0.9 billion of total loans,
and $1.0 billion of deposits.
Financially Compelling Transaction
On a combined basis, the merger is expected to be approximately
19.9% accretive to Camden National's 2025 earnings per share
and 32.7% accretive to Camden National's 2026 earnings per
share. Following the completion of the merger, Camden
National's capital ratios are expected to remain significantly
above "well-capitalized" thresholds, with the pro forma company
well-positioned for future growth.
The merger is expected to be completed during the first quarter
of 2025, subject to certain customary conditions, including the
receipt of required regulatory approvals and approval by Northway
shareholders.
Upon completion of the transaction, Camden National shareholders
will own approximately 86% of the combined company and Northway's
shareholders will own approximately 14% of the combined company,
which will continue to trade on Nasdaq under the "CAC" stock ticker
symbol.
Advisors
Raymond James & Associates,
Inc. is serving as the exclusive financial advisor and rendered a
fairness opinion to the Board of Directors of Camden National.
Sullivan & Cromwell LLP is serving as legal counsel to Camden
National in the transaction. Performance Trust Capital Partners LLC
is serving as the exclusive financial advisor to Northway and
rendered a fairness opinion to the Board of Directors of Northway.
Goodwin Procter LLP is serving as legal counsel to Northway in the
transaction.
Conference Call
Camden National Corporation will host a conference call to
discuss the transaction at 1:00 p.m. Eastern
Time today. Parties interested in listening to the
teleconference should dial into the call or connect to the webcast
link 10 – 15 minutes before it begins. Dial-in and webcast
information to participate is as follows:
Live Dial-In (United States):
(833) 470-1428
Global Dial-In Numbers:
https://www.netroadshow.com/conferencing/global-numbers?confId=70836
Participant access code: 479927
Live Webcast URL:
https://events.q4inc.com/attendee/862569267
A link to the live webcast will be available on Camden National
Corporation's website at CamdenNationalCorporation.com prior to the
meeting. The conference call's transcript and replay will also be
available on Camden National's website following the conference
call.
About Camden National Corporation
Camden National Corporation (NASDAQ: CAC) is Northern New
England's largest publicly traded bank holding company, with
$5.7 billion in assets. Founded in
1875, Camden National Bank has 57 branches in Maine and New
Hampshire, is a full-service community bank offering the
latest digital banking, complemented by award-winning, personalized
service. Additional information is available at
CamdenNational.bank. Member FDIC. Equal Housing Lender.
Comprehensive wealth management, investment, and financial
planning services are delivered by Camden National Wealth
Management.
About Northway Financial, Inc.
Northway Financial, Inc., headquartered in North Conway, New Hampshire, is a bank holding
company and parent company of Northway
Bank. Through Northway Bank,
Northway offers a broad range of financial products and services to
individuals, businesses, and the public sector from its 17 branches
and its loan production offices located in North Conway, Laconia, Bedford, Concord, and Portsmouth, New Hampshire. Additional
information is available at Northwaybank.com.
Forward-Looking Statements
This press release may contain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995. Any statements about Camden National's beliefs, plans,
strategies, predictions, forecasts, objectives, intentions,
assumptions or expectations are not historical facts and may be
forward-looking. These include, but are not limited to, statements
regarding the proposed transaction, revenues, earnings, loan
production, asset quality, and capital levels, among other matters;
Camden National's estimates of future costs and benefits of the
actions it may take; Camden National's assessments of probable
losses on loans; Camden National's assessments of interest rate and
other market risks; Camden National's ability to achieve its
financial and other strategic goals; the expected timing of
completion of the proposed transaction; the expected cost savings,
synergies and other anticipated benefits from the proposed
transaction; and other statements that are not historical
facts.
Forward-looking statements are often, but not always, identified
by such words as "believe," "expect," "anticipate," "can," "could,"
"may," "predict," "potential," "intend," "outlook," "estimate,"
"forecast," "project," "should," "will," and other similar words
and expressions, and are subject to numerous assumptions, risks,
and uncertainties, which may change over time.
Because forward-looking statements are subject to assumptions
and uncertainties, actual results or future events could differ,
possibly materially, from those indicated in such forward-looking
statements as a result of a variety of factors, many of which are
beyond the control of Camden National and Northway. Such statements
are based upon the current beliefs and expectations of the
management of Camden National and are subject to significant risks
and uncertainties outside of the control of the parties. Caution
should be exercised against placing undue reliance on
forward-looking statements. The factors that could cause actual
results to differ materially include the following: the reaction to
the transaction of the companies' customers, employees and
counterparties; customer disintermediation; inflation; expected
synergies, cost savings and other financial benefits of the
proposed transaction might not be realized within the expected
timeframes or might be less than projected; the requisite
stockholder and regulatory approvals for the proposed transaction
might not be obtained; credit and interest rate risks associated
with Camden National's and Northway's respective businesses,
customers, borrowings, repayment, investment, and deposit
practices; general economic conditions, either nationally or in the
market areas in which Camden National and Northway operate or
anticipate doing business, are less favorable than expected; new
regulatory or legal requirements or obligations; and other
risks. Certain risks and important factors that could affect
Camden National's future results are identified in its Annual
Report on Form 10-K for the year ended December 31, 2023 and other reports filed with
the Securities and Exchange Commission ("SEC"), including among
other things under the heading "Risk Factors" in such Annual Report
on Form 10-K. These risks and uncertainties are not
exhaustive. Other sections of such reports describe additional
factors that could affect Camden National's business and financial
performance. Any forward-looking statement speaks only as of the
date on which it is made, and Camden National undertakes no
obligation to update any forward-looking statement, whether to
reflect events or circumstances after the date on which the
statement is made, to reflect new information or the occurrence of
unanticipated events, or otherwise.
Additional Information and Where to Find It
This communication is being made in respect of the proposed
merger transaction involving Camden National and Northway.
Camden National intends to file a registration statement on Form
S-4 with the SEC, which will include a proxy statement of Northway
and a prospectus of Camden National, and Camden National will file
other documents regarding the proposed transaction with the
SEC. A definitive proxy statement/prospectus will also be
sent to Northway stockholders seeking the required stockholder
approval of the proposed transaction. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF
NORTHWAY ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION
STATEMENT AND PROXY STATEMENT/PROSPECTUS, WHEN THEY BECOME
AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. The documents filed by Camden
National with the SEC may be obtained free of charge at the SEC's
website at www.sec.gov. In addition, the documents filed by
Camden National may be obtained free of charge under the "Investor
Relations" section of Camden National's website at
http://www.camdennational.bank. Alternatively, these documents,
when available, can be obtained free of charge from Camden National
upon written request to Camden National Corporation, Attn:
Corporate Secretary, 2 Elm Street, Camden, Maine 04843.
Participants in Solicitation
Camden National, Northway, and certain of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies in respect of the proposed
transaction under the rules of the SEC. Information regarding
Camden National's directors and executive officers is available in
its definitive proxy statement, which was filed with the SEC on
April 5, 2024, and certain other
documents filed by Camden National with the SEC. Other information
regarding the participants in the solicitation of proxies in
respect of the proposed transaction and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the proxy statement/prospectus and other
relevant materials to be filed with the SEC. Free copies of these
documents, when available, may be obtained as described in the
preceding paragraph.
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SOURCE Camden National Corporation