
New Haven Savings Bank has announced plans to go public, in addition to its plans of acquiring Alliance Bancorp of New England, the holding company for Vernon-based Tolland Bank (above) and Connecticut Bancshares, the holding company for the Savings Bank of Manchester.
In combination with a dual merger, a coastline-based bank has voted to go public.
New Haven Savings Bank announced on Monday that its corporators voted overwhelmingly to approve a plan of conversion to become a capital stock savings bank.
According to reports from the bank, the corporators also have approved the establishment of a foundation that will be funded with $30 million of conversion stock, immediately making it one of the largest private foundations in the Greater New Haven area.
Calls to the bank were not immediately returned.
On July 16, the bank announced that it has signed definitive agreements to acquire all the outstanding shares of Connecticut Bancshares and Alliance Bancorp of New England. Connecticut Bancshares is the holding company for the Savings Bank of Manchester, a state-chartered savings bank based in Manchester with 28 branches and $2.6 billion in assets. Alliance Bancorp of New England is the holding company for Tolland Bank, also a state-chartered savings bank, which is based in Vernon and has nine branches and $420.8 million in assets. New Haven Savings Bank is a state-chartered savings bank serving the Greater New Haven area with 36 branches and $2.4 billion in assets.
The acquisitions will occur simultaneously with the conversion, and will be financed through a public offering of stock. The acquisitions and conversion are expected to be complete in the first quarter of 2004.
The combined bank will be the second-largest savings bank – and the fifth-largest bank – in Connecticut, with 73 branches, $5.3 billion in assets, $3.8 billion in deposits and equity of approximately $460 million.
‘Important Milestone’
According to the bank reports, Monday’s approval for New Haven Savings to convert to public ownership represents an “important milestone” in the bank’s 165-year history. It will provide the structure, scale and scope for the bank to compete more effectively, and will enable the bank to deliver tangible benefits to its customers and the communities it serves.
As a result of the acquisitions, Savings Bank of Manchester and Tolland Bank will be merged into New Haven Savings Bank. Two directors from Connecticut Bancshares’ board of directors will join the board of directors at New Haven Savings Bank. Alliance Bancorp President and Chief Executive Officer Joseph H. Rossi also will be joining the New Haven Savings board.
For employees of all three banks, an employee stock ownership plan will be created that will allow all full-time employees of the new combined organization to participate in the growth of New Haven Savings Bank. Past trends in banking have shown this as a way for a bank to generate revenue.
New Haven Savings Bank and Connecticut Bancshares already operate significant community foundations that support nonprofit organizations in their respective communities. Both foundations will remain fully funded and intact. Moreover, as a result of the conversion offering, New Haven Savings Bank’s fund will total up to $39 million with the added $30 million in conversion stock.
According to the bank reports, more complete information of the dual merger and conversion will be released once all the necessary public filings are completed, which is anticipated to be done by the end of the month.
New Haven Savings Bank is the largest hometown bank serving the New Haven community. Founded in 1838, it is currently ranked first in market share among banks doing business in the Greater New Haven area.
In the coming weeks, the proposed merger of Connecticut Bancshares and New Haven Savings Bank will have to be submitted to the shareholders of Connecticut Bancshares for their consideration. Likewise, the proposed merger of Alliance Bancorp of New England and New Haven Savings Bank will be submitted to the shareholders of Alliance Bancorp of New England for the same reason.
Under the terms of the merger agreement with Alliance, shareholders of Alliance will be entitled to receive $25 per share in common stock of the to-be-formed holding company of New Haven Savings Bank, or cash, or a combination thereof, subject to election and allocation procedures that are intended to ensure that, in the aggregate, at least 75 percent of Alliance’s shares will be exchanged for stock of the new holding company and no more than 25 percent will be exchanged for cash.
New Haven Savings Bank will pay $52 per share in cash for each outstanding share of Connecticut Bancshares’ common stock. It is expected that the aggregate purchase price of the transaction will be approximately $605 million.