Chittenden Corporation Completes Acquisition of Community Bank & Trust Company.
BURLINGTON, Vt. -- Chittenden Corporation (NYSE NYSE
See: New York Stock Exchange : CHZ CHZ Circumstellar Habitable Zone ) announced today that it has completed its acquisition of Community Bank & Trust Company, a $399 million trust company headquartered in Wolfeboro, New Hampshire Wolfeboro is a town in Carroll County, New Hampshire, United States. The population was 6,083 at the 2000 census. A venerable resort area situated beside Lake Winnipesaukee, Wolfeboro includes the village of Wolfeboro Falls. The community is home to Wentworth State Park. . In connection with the acquisition, Chittenden issued an aggregate of approximately 3.1 million shares of Chittenden common stock and paid approximately $30.9 million in cash for all outstanding shares of Community Bank.
In announcing the completion of the acquisition, Paul A. Perrault, Chittenden's Chairman, President and Chief Executive Officer, said, "We are delighted to welcome Community Bank's customers and employees into Ocean Bank, one of Chittenden's family of banks. Their legacy of superb customer service will fit nicely into our culture, and result in great opportunities for them both."
Peter Alden, President and Chief Executive Officer of Community Bank, commented, "This transaction benefits our stockholders and customers, and we look forward to the opportunity to offer our customers expanded banking products and services as a result of our merger with Ocean."
Community Bank had total consolidated assets of approximately $399 million and shareholders' equity Shareholders' Equity
A firms' total assets minus its total liabilities. Equivalently, it is share capital plus retained earnings minus treasury shares. Shareholders' equity is the amount by which a company is financed through common and preferred shares. of approximately $44 million at September 30, 2007. Community Bank operates six full-service banking offices, two satellite offices, and one loan production office throughout New Hampshire New Hampshire, one of the New England states of the NE United States. It is bordered by Massachusetts (S), Vermont, with the Connecticut R. forming the boundary (W), the Canadian province of Quebec (NW), and Maine and a short strip of the Atlantic Ocean (E). .
The following information was submitted by Computershare Trust Company, N.A., the exchange agent, regarding the results of merger consideration elections:
* The holders of approximately 3,381,094 shares of Community Bank common stock elected to exchange their shares for shares of Chittenden common stock;
* The holders of approximately 70,531 shares of Community Bank common stock elected to receive cash in exchange for their Community Bank shares; and
* The holders of approximately 255,788 shares of Community Bank common stock failed to make a valid election.
Based on the election results, both Community Bank shareholders making an effective election to receive cash and non-electing shareholders will receive 100% of their merger consideration in cash (at the rate of $33.37 per share of Community Bank common stock). As a result of pro-ration, Community Bank shareholders making an effective election to receive stock will receive approximately 82.2% of their merger consideration in shares of Chittenden common stock (at the exchange rate of 1.1293 shares of Chittenden common stock for each share of Community Bank common stock) and 17.8% of their merger consideration in cash.
Former Community Bank shareholders who have questions regarding the receipt of their merger consideration should contact Computershare Trust Company, N.A. at 1- 800-546-5141.
Chittenden is a bank holding company headquartered in Burlington, Vermont Burlington is the largest city in the U.S. state of Vermont and is the shire town of Chittenden County, Vermont. With a population of 38,889, the city is the core of one of the nation's smaller metropolitan areas, and is also the smallest U.S. . Through its subsidiary banks1, Chittenden offers a broad range of financial products and services to customers throughout Northern New England New England, name applied to the region comprising six states of the NE United States—Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, and Connecticut. The region is thought to have been so named by Capt. , Massachusetts Massachusetts (măsəch`sĭts), most populous of the New England states of the NE United States. and Connecticut, including deposit accounts and services; commercial and consumer loans; insurance; and investment and trust services to businesses, individuals, and the public sector. Chittenden's news releases, including earnings announcements, are available on its website at www.chittendencorp.com.
Forward-Looking Statements forward-looking statement
A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
This press release contains statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are intended to be covered by the safe harbor Safe Harbor
1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.
2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions for forward-looking statements contained in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995, and this statement is included for purposes of complying with these safe harbor provisions. These forward-looking statements are based on current plans and expectations, which are subject to a number of risk factors and uncertainties that could cause future results to differ materially from historical performance or future expectations. These differences may be the result of various factors, including, among others: (1) costs or difficulties related to the integration of the businesses following the merger; (2) changes in general, national or regional economic conditions; (3) changes in loan default and charge-off rates; (4) reductions in deposit levels necessitating increased borrowings to fund loans and investments; (5) changes in interest rates; (6) changes in levels of income and expense in noninterest income and expense related activities; (7) competition; (8) failure of the parties to satisfy the closing conditions for the People's United Financial/Chittenden merger in a timely manner or at all; and (9) disruptions to Chittenden's business as a result of the announcement and pendency Pend´en`cy
n. 1. The quality or state of being pendent or suspended.
2. The quality or state of being undecided, or in continuance; suspense; as, the pendency of a suit s>. of the People's United Financial/Chittenden merger.
For further information on these risk factors and uncertainties, please see Chittenden's filings with the Securities and Exchange Commission, including Chittenden's Annual Report on Form 10-K Form 10-K
A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.
See 10-K. for the year ended December 31, 2006. Chittenden undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or other changes.
1 Chittenden's subsidiaries are Chittenden Trust Company, The Bank of Western Massachusetts, Flagship Bank and Trust Company, Maine Bank & Trust Company, Ocean Bank and Merrill Merchants Bank. Chittenden Trust Company also operates under the names Chittenden Bank, Chittenden Services Group, Chittenden Mortgage Services and Chittenden Commercial Finance, and it owns Chittenden Insurance Group, LLC (Logical Link Control) See "LANs" under data link protocol.
LLC - Logical Link Control and Chittenden Securities, LLC.