Bar Harbor Bankshares (NYSE MKT: BHB) (or “Bar Harbor”) and Lake
Sunapee Bank Group (NASDAQ: LSBG) (or “Lake Sunapee”) today
announced that they have signed a definitive merger agreement
pursuant to which Bar Harbor will acquire Lake Sunapee in an
all-stock transaction valued at approximately $143 million, or
approximately $17.00 per share. The market expanding merger is
expected to create efficiencies and strategic growth opportunities
for both businesses through the leveraging of each other’s
platforms and capabilities, and will create the only community bank
headquartered in New England with a market footprint in all three
Northern New England states of Maine, New Hampshire and Vermont. It
is expected that existing Lake Sunapee Bank branches will continue
to operate under the Lake Sunapee brand after the merger is
completed.
Under the terms of the merger agreement, each outstanding share
of Lake Sunapee common stock will be exchanged for 0.4970 shares of
Bar Harbor common stock. Upon closing, Bar Harbor shareholders will
own approximately 59% of the combined company's stock, while Lake
Sunapee shareholders will own approximately 41%. The merger is
expected to be accretive to both Bar Harbor’s and Lake Sunapee’s
earnings per share in 2017, excluding the impact of potential
revenue enhancement opportunities and one-time transaction costs.
Additionally, it is anticipated that the combined company's capital
ratios will remain well in excess of regulatory minimums and that
the combined company will not require additional capital to
continue its growth strategy. At closing, the combined institution
is expected to have approximately $3.3 billion in assets, $2.4
billion in net loans, $2.2 billion in deposits and over $2.0
billion in assets under management. Bar Harbor will have a pro
forma market cap of approximately $350 million and 50 branches
serving customers and communities across three states.
Founded in 1868 as Newport Savings Bank, Lake Sunapee operates
35 branches in New Hampshire and Vermont and reported $1.2 billion
in net loans and $1.1 billion in deposits as of March 31, 2016.
Lake Sunapee’s core operating segments are banking and wealth
management. Its wealth management subsidiary, Charter Trust
Company, manages over $1.6 billion in assets. Following completion
of the merger, William J. McIver, current Chief Operating Officer
of Lake Sunapee, will continue with the combined company as
Executive Vice President – Regional President, New Hampshire and
Vermont Markets.
“We are excited to welcome Lake Sunapee customers, employees,
and their 35 franchise locations to the Bar Harbor family. This
combination represents the joining of two high performing community
banks that have demonstrated a track record of strong financial
success, exceptional customer service, and commitment to the
communities we serve,” said Curtis Simard, President and Chief
Executive Officer of Bar Harbor. “We believe together, with our
increased scale, expanded geographic footprint and investments in
technology, we are well positioned to serve the marketplace and
continue to be the bank of choice. Lake Sunapee’s history of strong
asset quality and profitability demonstrates to us a culture
similar to our own and positions us for further success.”
Stephen Theroux, Lake Sunapee’s President and Chief Executive
Officer expanded, "This merger creates value for the shareholders,
customers and employees of both companies, while continuing to
provide important contributions to the communities in which we
operate. The compatible cultures of our two organizations make this
partnership a natural fit. We look forward to working with Bar
Harbor and building additional value for our combined shareholders
and communities.”
Mr. Simard further commented, “The expansion into New Hampshire
and Vermont provides Bar Harbor with similar but complementary
markets with favorable demographics, increased access to attractive
core deposits, and significant revenue and cross selling
opportunities beyond the financial metrics of this
transaction.”
The transaction is intended to qualify as a reorganization for
federal income tax purposes, and as a result, the shares of Lake
Sunapee common stock exchanged for shares of Bar Harbor common
stock are expected to be transferred on a tax-free basis. The
definitive agreement has been approved by the unanimous votes of
the Boards of Directors of both companies. Consummation of the
agreement is subject to the approval of both Bar Harbor’s and Lake
Sunapee’s shareholders, as well as state and federal regulatory
agencies. The merger is targeted to be completed in the fourth
quarter of 2016 or first quarter of 2017. Four Lake Sunapee
directors, including Stephen Theroux, will be appointed to Bar
Harbor’s board of directors, bringing the total number of directors
to 15 at closing.
Sandler O’Neill & Partners, L.P. served as the financial
advisor to Bar Harbor, and Griffin Financial Group LLC served as
the financial advisor to Lake Sunapee. K&L Gates LLP served as
outside counsel to Bar Harbor, while Hogan Lovells US LLP served as
outside counsel to Lake Sunapee.
INVESTOR PRESENTATIONAn Investor Presentation will be
posted on Bar Harbor’s website (www.bhbt.com/shareholder-relations)
and Lake Sunapee’s website (www.lakesunapeebankgroup.com)
containing additional information regarding this merger.
BACKGROUNDBar Harbor Bankshares (NYSE MKT: BHB) is the
parent of Bar Harbor Bank & Trust. Founded in 1887, Bar Harbor
Bank & Trust is a true community bank serving the financial
needs of its clients for over 125 years. With more than $1.5
billion in total assets and $960 million total deposits as of March
31, 2016, Bar Harbor provides a full range of financial services
through its 15 branch locations from Lubec to Topsham, Maine. Bar
Harbor offers easy-to-understand deposit and loan products for
families, businesses, and non-profit organizations. For more
information, visit www.bhbt.com.
Lake Sunapee Bank Group (NASDAQ: LSBG) is the holding company of
Lake Sunapee Bank, FSB and Charter Trust Company. Since 1868, Lake
Sunapee Bank has remained committed to serving its customers by
offering sound financial products and services to help stimulate
personal and regional growth. With 35 offices located throughout
west-central New Hampshire and central Vermont, its philosophy of
initiative, perseverance, and one-on-one personal relationships has
built a tradition of trust with its clients. For more information,
visit www.lakesunbank.com.
FORWARD LOOKING STATEMENTSThis document contains certain
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 about the proposed merger
of Bar Harbor and Lake Sunapee. These statements include statements
regarding the anticipated closing date of the transaction and
anticipated future results. Forward-looking statements can be
identified by the fact that they do not relate strictly to
historical or current facts. They often include words like
"believe," "expect," "anticipate," "estimate," and "intend" or
future or conditional verbs such as "will," "would," "should,"
"could" or "may." Certain factors that could cause actual results
to differ materially from expected results include delays in
completing the merger, including as a result of delays in obtaining
regulatory or shareholder approval, difficulties in achieving cost
savings from the merger or in achieving such cost savings within
the expected time frame, difficulties in integrating Bar Harbor and
Lake Sunapee, increased competitive pressures, changes in the
interest rate environment, changes in general economic conditions,
legislative and regulatory changes that adversely affect the
business in which Bar Harbor and Lake Sunapee are engaged, changes
in the securities markets and other risks and uncertainties
disclosed from time to time in documents that Bar Harbor and Lake
Sunapee file with the Securities and Exchange Commission.
ADDITIONAL INFORMATION AND WHERE TO FIND ITIn connection
with the proposed merger, Bar Harbor will file with the Securities
and Exchange Commission (“SEC”) a Registration Statement on Form
S-4 that will include a Joint Proxy Statement of Bar Harbor and
Lake Sunapee and a Prospectus of Bar Harbor, as well as other
relevant documents concerning the proposed merger. Investors and
stockholders are urged to read the Registration Statement and the
Joint Proxy Statement/Prospectus regarding the proposed merger when
it becomes available and any other relevant documents filed with
the SEC, as well as any amendments or supplements to those
documents, because they will contain important information. A free
copy of the Registration Statement and Joint Proxy
Statement/Prospectus, as well as other filings containing
information about Bar Harbor and Lake Sunapee, when they become
available, may be obtained free of charge at the SEC’s Internet
site (www.sec.gov). Copies of the Registration Statement and Joint
Proxy Statement/Prospectus (when they become available) and the
filings that will be incorporated by reference therein may also be
obtained, free of charge, from Bar Harbor’s website at
www.bhbt.com/shareholder-relations or by contacting Bar Harbor
Investor Relations at 888-853-7100 or from Lake Sunapee’s website
at www.lakesunapeebankgroup.com or by contacting Lake Sunapee
Investor Relations at 603-863-0886.
PARTICIPANTS IN SOLICITATIONBar Harbor and Lake Sunapee
and certain of their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies
from the stockholders of Bar Harbor and Lake Sunapee in connection
with the proposed merger. Information about the directors and
executive officers of Bar Harbor is set forth in the proxy
statement for Bar Harbor’s 2016 annual meeting of stockholders, as
filed with the SEC on a Schedule 14A on March 23, 2016. Information
about the directors and executive officers of Lake Sunapee is set
forth in the proxy statement for Lake Sunapee’s 2016 annual meeting
of stockholders, as filed with the SEC on a Schedule 14A on March
28, 2016. Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction and a description of their direct and indirect
interests, by security holdings or otherwise, may be obtained by
reading the Joint Proxy Statement/Prospectus and other relevant
documents regarding the proposed merger to be filed with the SEC
(when they become available). Free copies of these documents may be
obtained as described in the preceding paragraph.
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version on businesswire.com: http://www.businesswire.com/news/home/20160505006704/en/
Bar Harbor Bankshares:Curtis C. Simard, 888-853-7100President
& CEOorLake Sunapee Bank Group:Stephen R. Theroux,
603-863-0886President & CEO
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