WEST MASS BANKSHARES, INC. ANNOUNCES MERGER AGREEMENT WITH VERMONT FINANCIAL SERVICE CORP.
GREENFIELD, Mass., Aug. 24 /PRNewswire/ -- West Mass Bankshares, Inc., (NASDAQ-NMS: WMBS) today announced that it has agreed to merge with Vermont Financial Services Corp., (NASDAQ-NMS: VFSC), of Brattleboro, Vt. In the merger, which must be approved by the stockholders of each company, West Mass stockholders will receive Vermont Financial common stock with a market value of $17.75 for each share of West Mass common stock being exchanged. The exact share exchange ratio will be the mid-point of the daily closing bid and asked prices for Vermont Financial shares on average for the 30-day period immediately preceding the fifth trading day prior to the closing. The merger agreement establishes a maximum exchange ratio of 0.9861 shares of Vermont Financial for each West Mass share and a minimum ratio of 0.8875. The merger is expected to be treated as a pooling of interests for accounting purposes and a tax-free reorganization for tax purposes. As a result of the merger, Vermont Financial, the holding company for Vermont National Bank, will also become the holding company for United Savings Bank. United Savings Bank will continue to do business as a separate Massachusetts savings bank, and Francis Lemay will continue as its chairman, president and chief executive officer. In addition to stockholder approval, the transaction requires federal and state regulatory approvals. As part of the merger agreement, West Mass granted Vermont Financial an option to purchase 306,960 shares of West Mass Common Stock at a purchase price of $17.75 per share, which option is only exercisable upon the occurrence of certain events. West Mass is the holding company for United Savings Bank, a Massachusetts chartered savings bank with six banking offices in western Massachusetts. It had total assets of $215.7 million, tangible equity capital of $18.2 million and a tangible book value per share of $14.28 as of June 30, 1993. For the first half of 1993 it had net income of $1.322 million or $1.04 per share. Vermont Financial's current sole subsidiary is Vermont National Bank, a full service community bank with 32 banking offices throughout the state of Vermont. As of June 30, 1993 Vermont Financial had total assets of $897 million, equity capital of $65 million and a book value per share of $19.15. For the first six months of 1993, it had net income of $2.260 million of $0.66 per share. Francis L. Lemay, chairman, president and chief executive officer of West Mass, commented that, "We look forward to an affiliation with Vermont Financial and we believe that the transaction is advantageous to our customers and stockholders. The merger will enable United Savings Bank, which will retain its identity and community focus, to offer a broader range of products and services in the communities in which it operates. The combination of the two companies represents a good geographic and strategic fit." -0- 8/24/93 /CONTACT: Francis L. Lemay, West Mass Bankshares, 413-774-3713/ (WMBS VFSC)
CO: West Mass Bankshares, Vermont Financial Services ST: Massachusetts, Vermont IN: FIN SU: TNM
JL-CM -- NE009 -- 5553 08/24/93 15:54 EDT
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|Date:||Aug 24, 1993|
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