NewAlliance to Enter Massachusetts with the Acquisition of Westbank
18 Juli 2006 - 11:25PM
Business Wire
NewAlliance Bancshares, Inc. (NYSE: NAL) announced today that it
has entered into a definitive agreement to acquire Westbank
Corporation (NASDAQ: WBKC) for approximately $116 million in cash
and stock. The combined company will have approximately $8 billion
in assets and operate 87 branches in Connecticut and Massachusetts.
NewAlliance currently operates 71 branches in Connecticut,
primarily in communities along the Interstate 84, 91 and 95
corridors. Westbank, headquartered in West Springfield,
Massachusetts, operates 17 branches (with one scheduled to close
this summer), 13 primarily along the I-91 corridor in Massachusetts
and four branches in northeastern Connecticut where NewAlliance
currently has two branches. "This is a perfect strategic fit as
NewAlliance seeks to grow its community banking footprint in
contiguous markets," said Peyton R. Patterson, NewAlliance
Chairman, President and Chief Executive Officer. "We make our first
entry into Massachusetts just across the border from some of our
Connecticut branches. Together, we can better serve the personal
and business needs of Westbank's customers with our greater
financial resources and lending capacity, but with the same
community banking approach." Ms. Patterson's comments were echoed
by Donald R. Chase, President and Chief Executive Officer of
Westbank. "NewAlliance is committed to continuing our tradition of
community based banking in the markets we serve," Mr. Chase said.
"We believe that a combination with NewAlliance will positively
benefit both our shareholders and our customers." The terms of the
merger agreement call for each outstanding share of Westbank common
stock to be converted into the right to receive $23 in cash or
stock, subject to a collar on the stock consideration, as noted
below. The exchange ratio for the stock consideration will be
determined by dividing $23.00 by a 20-day average daily closing
price of NewAlliance common stock on the New York Stock Exchange,
provided that should the average NewAlliance price be below $13.30,
the exchange ratio will be fixed at 1.7293, or should the average
NewAlliance price be above $14.70, the exchange ratio will be fixed
at 1.5646. Westbank shareholders will have the right to elect
either cash or stock with the constraint that the overall
transaction must be consummated with 50% of the payout in stock and
50% in cash. If there is an imbalance in elections, there will be a
pro-ration of proceeds to achieve the 50/50 split. The definitive
agreement has been approved by the Boards of Directors of both
NewAlliance and Westbank. The transaction is subject to approval by
the shareholders of Westbank, as well as customary regulatory
approvals including the banking department of both states and the
FDIC. The transaction is expected to close just after the end of
the year. NewAlliance was advised by Lehman Brothers Inc. and its
legal counsel was Tyler Cooper & Alcorn, LLP and Elias, Matz,
Tiernan & Herrick, LLP, Washington, D.C. Westbank was advised
by Keefe, Bruyette & Woods, Inc. and its legal counsel was
Thacher Proffitt & Wood LLP, Washington, D.C. About NewAlliance
At March 31, 2006, NewAlliance Bancshares, the parent company of
NewAlliance Bank, had $6.88 billion in assets. In addition to
consumer and commercial banking products and services, NewAlliance
Bank also provides trust, investment and insurance products and
services. About Westbank Westbank Corporation is the holding
company for Westbank, a commercial bank and trust company. At March
31, 2006, Westbank had assets of $822 million and provides retail
and commercial banking as well as trust and investment services.
Conference Call Details NewAlliance will hold an analyst conference
call on July 19, 2006 at 10 a.m., Eastern Time, to discuss details
of the transaction. A copy of the investor presentation for the
call will be available at the Company's website at
www.newalliancebank.com. Shareholders are particularly urged to
monitor the Investor Relations section of the Company's website.
This call is being webcast by CCBN and can be accessed in the
Investor Relations area of the Company's website at
www.newalliancebank.com. By telephone, dial 1-866-700-7477,
passcode 71280109. The international dial-in number is
1-617-213-8840. A replay of the call will be available at noon. For
the replay, dial 1-888-286-8010, passcode 56485541. The
international replay number is 1-617-801-6888. The webcast is also
being distributed over CCBN's Investor Distribution Network to both
institutional and individual investors. Individual investors can
listen to the call through CCBN's individual investor center at
www.fulldisclosure.com or by visiting any of the investor sites in
CCBN's Individual Investor Network. Institutional investors can
access the call via CCBN's password-protected event management
site, StreetEvents (www.streetevents.com). NewAlliance will also
have a podcast available from its website 24 hours after the call
for those interested in downloading the conference call onto
individual listening devices or laptops. Forward-looking
Information Any forward-looking statements regarding NewAlliance's
acquisition of Westbank involve uncertainties. Those uncertainties
include, but are not limited to: legislation or changes in
regulatory requirements, shareholder actions, technical or systems
issues affecting dates of consummation or conversion, costs or
difficulties related to the integration, realization of expected
synergies from the acquisition, and general economic conditions
that are less favorable than expected. Neither NewAlliance nor
Westbank undertakes any obligation to update forward-looking
statements to reflect events or circumstances that occur after the
date on which such statements are made. This press release does not
constitute an offer of securities. NewAlliance and Westbank will
file a registration statement, a proxy statement/prospectus and
other relevant documents concerning the proposed transaction with
the Securities and Exchange Commission ("SEC"). Shareholders of
Westbank are urged to read the registration statement, the proxy
statement/prospectus and all other documents which will be filed
with the SEC, and any amendments or supplements to those documents,
because they will contain important information which you should
consider before making any decision regarding the merger. You will
be able to obtain a free copy of the proxy statement/prospectus, as
well as other filings containing information about NewAlliance and
Westbank, at the SEC's website (http://www.sec.gov) and at their
respective websites, www.newalliancebank.com and
www.westbankonline.com. Copies of the proxy statement/prospectus
can be obtained without charge, when available, by directing a
request to NewAlliance Bancshares, Inc., 195 Church Street, New
Haven, Connecticut 06510 or to Westbank Corporation, 225 Park
Avenue, West Springfield, Massachusetts 01089-3326. Westbank and
its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders
of Westbank in connection with the merger. Information about the
directors and executive officers of Westbank and their ownership of
Westbank common stock is set forth in its proxy statement for its
2006 annual meeting of shareholders, date March 15, 2006, filed
with the SEC which is available at the Westbank and SEC websites
noted above. Additional information regarding the interests of such
participants may be obtained by reading the proxy
statement/prospectus when it becomes available.
Westbank (NASDAQ:WBKC)
Historical Stock Chart
Von Okt 2024 bis Nov 2024
Westbank (NASDAQ:WBKC)
Historical Stock Chart
Von Nov 2023 bis Nov 2024