BRIDGEPORT, Conn., June 19, 2018 /PRNewswire/ -- People's
United Financial, Inc. (NASDAQ: PBCT), the holding company for
People's United Bank, N.A., announced today an agreement to acquire
First Connecticut Bancorp, Inc. (NASDAQ: FBNK), of Farmington CT, the holding company for
Farmington Bank, in a 100% stock transaction valued at
approximately $544 million.
Completion of the transaction is subject to customary closing
conditions, including receipt of regulatory approvals and the
approval of First Connecticut Bancorp, Inc. shareholders.
"We are excited to welcome Farmington Bank to People's United,"
said Jack Barnes, CEO, People's
United Financial. "They have a long-standing relationship-based
approach to serving their customers and complementary commercial
and retail capabilities. This, coupled with their experienced team
and similar culture, will strengthen our well-established presence
in the region."
"People's United Bank is a premier brand with a rich 176-year
history in the state of Connecticut," said John Patrick, Chairman, President and CEO,
Farmington Bank. "Our customers will benefit from their broader
array of products, enhanced access to technology and digital
capabilities, as well as the bank's seven-day-a-week Stop &
Shop branch locations."
Established in 1851, Farmington Bank is a community bank with 28
branches throughout Central
Connecticut and Western
Massachusetts. With $3.1
billion in assets, the bank has built a strong balance sheet
by focusing on commercial and retail banking.
Barnes added, "As with the People's United Community Foundation,
Farmington Bank has a strong commitment to community giving. With
our shared focus, we will continue to positively impact the lives
of individuals, families and businesses throughout Hartford County."
People's United expects the transaction to be $0.05 accretive to earnings per common share
based on fully phased-in cost savings, with a tangible book value
earn-back of approximately 3.5 years and an IRR of approximately
18%. The transaction is expected to close during the fourth quarter
of 2018.
Under the terms of the agreement, which has been approved by
both companies' boards of directors, First Connecticut Bancorp,
Inc. shareholders will receive 1.725 shares of People's United
Financial stock for each First Connecticut Bancorp, Inc. share. The
transaction is valued at $32.33 per
First Connecticut Bancorp, Inc. share, based on the closing price
of People's United's common stock on June
18, 2018.
Keefe, Bruyette & Woods, Inc. served as financial advisor to
People's United and Simpson Thacher & Bartlett LLP served as
legal counsel to People's United.
Piper Jaffray & Co. served as
financial advisor to First Connecticut Bancorp, Inc. and
Hinckley Allen & Snyder LLP
served as legal counsel to First Connecticut Bancorp, Inc.
Conference Call Information
More information regarding
the strategic and financial implications of the acquisition will be
provided in a People's United conference call and presentation
taking place today, June 19, 2018, at
8:30 a.m. ET. The call will be
broadcast live via https://edge.media-server.com/m6/p/zatz72mr
through the bank's website peoples.com. To access the conference
call, dial-in information is as follows: Domestic:
844-309-6713 and International: 484-747-6927, conference ID#
4086968. A replay of the presentation will be available
June 19 (midnight) – June 25 (midnight): Domestic: 855-859-2056 and
International: 404-537-3406, conference ID# 4086968.
About People's United Bank, N.A.
People's United Bank,
N.A. is a subsidiary of People's United Financial, Inc. (NASDAQ:
PBCT), a diversified financial services company with $44 billion in assets. People's United Bank,
founded in 1842, is a premier, community-based, regional bank in
the Northeast offering commercial and retail banking, as well as
wealth management services through a network of nearly 400 retail
locations in Connecticut,
New York, Massachusetts, Vermont, New
Hampshire and Maine.
About First Connecticut Bancorp, Inc.
First
Connecticut Bancorp, Inc. is the holding company for Farmington
Bank, a full-service community bank with 28 branch locations
throughout Central Connecticut and
Western Massachusetts, offering
commercial and retail banking as well as wealth management
services. Established in 1851, Farmington Bank is a diversified
consumer and commercial bank with an ongoing commitment to
contribute to the betterment of the communities in their region.
Farmington Bank has assets of $3.1
billion. For more information about Farmington Bank, visit
farmingtonbankct.com.
Forward-Looking Statements
This communication contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 including, but not limited
to, People's United's and First Connecticut's expectations or
predictions of future financial or business performance or
conditions. Forward-looking statements are typically identified by
words such as "believe," "expect," "anticipate," "intend,"
"target," "estimate," "continue," "positions," "plan," "predict,"
"project," "forecast," "guidance," "goal," "objective,"
"prospects," "possible" or "potential," by future conditional verbs
such as "assume," "will," "would," "should," "could" or "may", or
by variations of such words or by similar expressions. These
forward-looking statements are subject to numerous assumptions,
risks and uncertainties, which change over time, are difficult to
predict and are generally beyond the control of either company.
Forward-looking statements speak only as of the date they are made
and we assume no duty to update forward-looking statements. Actual
results may differ materially from current projections.
In addition to factors previously disclosed in People's United's
and First Connecticut's reports filed with the SEC and those
identified elsewhere in this communication, the following factors,
among others, could cause actual results to differ materially from
forward-looking statements or historical performance: ability to
obtain regulatory approvals and meet other closing conditions to
the merger, including approval by First Connecticut shareholders on
the expected terms and schedule, and including the risk that
regulatory approvals required for the merger are not obtained or
are obtained subject to conditions that are not anticipated; delay
in closing the merger; difficulties and delays in integrating the
First Connecticut business or fully realizing cost savings and
other benefits; business disruption following the merger; changes
in asset quality and credit risk; the inability to sustain revenue
and earnings growth; changes in interest rates and capital markets;
inflation; customer acceptance of People's United's products and
services; customer borrowing, repayment, investment and deposit
practices; customer disintermediation; the introduction,
withdrawal, success and timing of business initiatives; competitive
conditions; the inability to realize cost savings or revenues or to
implement integration plans and other consequences associated with
mergers, acquisitions and divestitures; economic conditions; the
impact, extent and timing of technological changes and capital
management activities; litigation; increased capital requirements,
other regulatory requirements or enhanced regulatory supervision;
and other actions of the Federal Reserve Board and legislative and
regulatory actions and reforms.
Annualized, pro forma, projected and estimated numbers are used
for illustrative purpose only, are not forecasts and may not
reflect actual results.
Important Additional Information and Where to Find It
This communication is being made in respect of the proposed merger
transaction involving People's United Financial, Inc. and First
Connecticut Bancorp, Inc. People's United intends to file a
registration statement on Form S-4 with the SEC, which will include
a proxy statement of First Connecticut and a prospectus of People's
United, and each party will file other documents regarding the
proposed transaction with the SEC. A definitive proxy
statement/prospectus will also be sent to the First Connecticut
shareholders seeking any required shareholder approval. This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. Before making any voting or investment
decision, investors and shareholders of First Connecticut are urged
to carefully read the entire registration statement and proxy
statement/prospectus, when they become available, and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to these documents, because they will contain important
information about the proposed transaction. The documents filed by
People's United and First Connecticut with the SEC may be obtained
free of charge at the SEC's website at www.sec.gov. In addition,
the documents filed by People's United may be obtained free of
charge from People's United at www.peoples.com under the tab
"Investor Relations" and then under the heading "Financial
Information", and the documents filed by First Connecticut may be
obtained free of charge from First Connecticut at
www.firstconnecticutbancorp.com under the tab "Investor Relations"
and then under the tab "SEC Filings." Alternatively, these
documents, when available, can be obtained free of charge from
People's United upon written request to People's United Financial,
Inc., 850 Main Street, Bridgeport,
Connecticut 06604, Attn: Investor Relations, or by calling
(203) 338-4581, or by sending an email to Andrew.Hersom@peoples.com
or from First Connecticut upon written request to First Connecticut
Bancorp, Inc., 1 Farm Glen Boulevard, Farmington, Connecticut 06032, Attn: Investor
Relations, or by calling (860) 284-6359, or by sending an email to
Jdaukas@farmingtonbankct.com.
People's United and First Connecticut and certain of their
respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders
of First Connecticut in favor of the approval of the merger.
Information regarding People's United's directors and executive
officers is contained in People's United's Annual Report on Form
10-K for the year ended December 31,
2017 and its Proxy Statement on Schedule 14A, dated
March 7, 2018, which are filed with
the SEC. Information regarding First Connecticut's directors and
executive officers is contained in First Connecticut's Annual
Report on Form 10-K for the year ended December 31, 2017 and its Proxy Statement on
Schedule 14A, dated March 29, 2018,
which are filed with the SEC. Additional information regarding the
interests of those participants and other persons who may be deemed
participants in the transaction may be obtained by reading the
registration statement and the proxy statement/prospectus when they
become available. Free copies of these documents may be obtained as
described in the preceding paragraph.
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SOURCE People's United Financial, Inc.