Bar Harbor Bankshares Announces Strategic Acquisition of Border Trust Company
01 Mai 2012 - 10:05PM
Business Wire
Bar Harbor Bankshares (NYSE Amex: BHB) today announced it has
signed a definitive agreement whereby its principal subsidiary, Bar
Harbor Bank & Trust (“Bar Harbor”), would acquire certain
assets and assume certain liabilities of Border Trust Company
(“Border Trust”), a subsidiary of Border Bancshares, Inc. (OTCBB:
BBME). At March 31, 2012, Border Trust had approximately $46.9
million in assets, $41.1 million in deposits, and $37.2 million in
loans. Bar Harbor will continue operating all three of Border
Trust’s branches, located in Augusta, South China and Topsham,
Maine.
Bar Harbor will assume all deposit liabilities of Border Trust
and will pay a 3.85% deposit premium for all core deposits,
measured at closing. Bar Harbor will purchase Border Trust’s loan
portfolio at a 3% discount to book value, excluding certain OREO
properties and selected non-performing loans with a combined book
value of $1.8 million, as well as substantially all other assets.
The purchase price shall be increased or decreased depending upon
the difference between the acquired assets and the assumed
liabilities at closing.
Joseph M. Murphy, President & CEO of Bar Harbor Bankshares,
remarked, "This combination is a logical step in our defined
strategy to expand further south and west into markets with
attractive demographics, long-term growth potential, and where we
have already established significant commercial banking
relationships. The unique structure of this transaction delivers
value to both Bar Harbor Bankshares and Border Bancshares, Inc. We
are particularly pleased to add community banking locations in
Kennebec and Sagadahoc Counties, where we will be able to provide
significant strength and value to the local communities and the
customers of Border Trust through access to expanded products while
maintaining superior customer service. Border Trust is known
locally for its close relationships with its customer base, as are
we, and we know that we will be able to build upon that strong
foundation to our customers’ advantage. In particular, for some
time, our business customer base in the Topsham/Brunswick area has
urged us to establish a branch in that location and we are
delighted that this combination provides us a physical location in
such an attractive market.”
Mr. Murphy added, “As part of our commitment to the employees of
Border Trust, we will endeavour to offer permanent positions to as
many of Border Trust’s employees as we can. All Border Trust
employees for whom a permanent position may not be available will
receive a competitive severance package based upon years of
service, as well as benefits continuation and access to
outplacement services.”
Commenting upon the announcement, Earle F. Harvey, Vice
Chairman, President & CEO of Border Trust said, “With the
strength, capabilities and commitment of Bar Harbor Bankshares, one
of the most successful financial holding companies in Maine, we are
confident that Border Trust’s customers, employees and local
communities will be served well by this combination. We know that
Bar Harbor’s lending capacity, product diversity and commitment to
customer service will bring exciting improvements to our local
markets. We look forward to working with our valued customers
during this transition.”
RBC Capital Markets LLC served as the primary financial adviser
to Bar Harbor, while Hogan Lovells LLP served as its legal counsel.
Sterne Agee served as financial adviser to Border Bancshares, and
Verrill Dana LLP served as its legal counsel in connection with the
transaction and related matters.
The closing of this transaction is subject to regulatory
approval and certain other customary closing conditions and is
expected to close in the third quarter of 2012.
About Bar Harbor Bankshares:
Bar Harbor Bankshares is the parent company of its wholly owned
subsidiary, Bar Harbor Bank & Trust. Bar Harbor Bank &
Trust, founded in 1887, provides full service community banking
with twelve branch office locations serving downeast and midcoast
Maine. Find us at www.BHBT.com
This press release contains forward-looking statements based on
current expectations that involve a number of risks and
uncertainties. All opinions, forecasts, projections, future plans
or other statements, other than statements of historical fact, are
forward-looking statements and include words or phrases such as
“believes,” “will,” “expects,” “anticipates,” “intends,”
“estimates,” “our view,” “we see,” “would” and words and phrases of
similar import. The forward looking statements in this press
release are also forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and involve substantial
risks and uncertainties. We can give no assurance that such
expectations will prove to have been correct. Actual results could
differ materially as a result of a variety of risks and
uncertainties, many of which are outside of the control of
management. These risks and uncertainties include the impact of
economic, competitive and other factors affecting the Company and
its operations, markets, products and services, as well as others
including but not limited to, the following: that a transaction
between Bar Harbor Bankshares and Border Trust Company may not be
completed on a timely basis, on anticipated terms, or at all;
Border Trust Company business or net asset values may be negatively
affected by the pendency of the proposed transaction or otherwise;
that regulatory approvals may not be received; that the transaction
may not be as advantageous to Border Bancshares, Inc. as expected;
and that Border Bancshares, Inc.’s shareholders may not realize the
anticipated benefits; and that Border Bancshares, Inc.’s future
business plans may not be fully realized as anticipated, if at all.
The Company cautions that the foregoing factors are not
exclusive.
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