CHARLES P. BASSOS – ‘A perfect fit’

After a mutual-to-mutual conversion agreement enhanced Fairfield County Bank Corp.’s standing back in January, the small community institution has extended its reach into Westport with its first acquisition.

On Tuesday, Fairfield County Bank Corp. and Bank of Westport jointly announced their execution of a definitive agreement and plan of merger for the former to acquire the latter.

“We are extremely pleased to partner with Fairfield County Bank Corp. It is a high-quality organization that will continue to serve our customers, employees and communities with the same attention and commitment as Bank of Westport,” said Keith Lyon, president and chief executive officer of Bank of Westport. “Our Westport and Fairfield locations and their staff will continue to serve our customers who will have the benefit of Fairfield’s 13 other branches, investment and insurance products. In addition, the lending capability available to our customers will be much greater than it is today.”

Paul S. McNamara, chairman of the board of Fairfield County Bank Corp., described the acquisition as “a strategic opportunity to expand our brand of community banking to the Westport market.”

Fairfield County Bank Corp. operates as two divisions: Ridgefield Bank in Ridgefield, Wilton and Georgetown; and Fairfield County Bank (formerly Fairfield County Savings Bank) in Norwalk, Darien, Rowayton and Fairfield. Chief Executive Officer Gary C. Smith noted, “Community banking is about supporting the needs of business and consumers through great products and outstanding personal service in a way that no regional or national bank can. We look forward to meeting the banking needs of the Bank of Westport customers.”

Charles P. Bassos, president of Fairfield County Bank, added, “This is a perfect fit for the bank’s expanded business initiatives.”

“What this merger is really about, is that we have a lot of offices along the shoreline in the towns of Darien, Norwalk and Fairfield, but up until now we didn’t have an office in Westport,” said Smith. “Now we have an additional location in Fairfield County, which we feel is a very strategic move to fill in a void in our market coverage.”

Local Autonomy

Smith admitted that his bank is not one to normally undertake acquisitions and mergers. He said the bank is small and more interested in serving its community than spreading out its territory.

“We really aren’t a bank that does acquisitions. We’ve really never acquired a bank before,” he said. “This was just such a good fit that the opportunity was impossible to pass up. Bank of Westport has a great presence in Westport, which is a town that’s contiguous to our market. They also have an office in Fairfield but they’re located on the Post Road, which gives us a much stronger downtown presence.”

Smith stressed that Fairfield is a community bank, and that all of its offices operate with a high level of local autonomy.

“I don’t see how these branches would be any different from our others,” he said. “If you walk into one of our offices in Ridgefield of Fairfield you’ll find people who can and will make decisions and carry on almost as if they were a separate entity.”

He added that this latest move is “certainly going to hold us for awhile,” and not to expect similar moves in the immediate future.

On Jan. 1, Fairfield County Savings Bank and Ridgefield Bank united to become a new corporation, Fairfield County Bank Corp. Each continues to serve customers as divisions of Fairfield County Bank Corp. Smith said each has a strong community focus working together to provide the same service customers have come to expect.

Fairfield County Savings now operates as Fairfield County Bank, a division of Fairfield County Bank Corp., and recently opened a new branch at 506 Westport Ave. in Norwalk.

According to a statement from the bank, the combined financial strength of Fairfield County Bank and Ridgefield Bank now enables the two to offer added conveniences and larger loans, as well as provide other services and products to help customers save, build or borrow.

The merger with Bank of Westport will bring the total number in the branch network of Fairfield County Bank Corp. to 16 offices, all located in central Fairfield County. The Bank of Westport branches will be operated by Fairfield County Bank, and Smith stressed that the branch personnel of Bank of Westport will be retained by the bank.

Under the terms of the definitive agreement, which was unanimously approved by the board of directors, the shareholders of Bank of Westport will be entitled to receive $12 in cash for every share owned. In aggregate, the transaction is valued at approximately $11.2 million, and the purchase price represents 1.7 times Bank of Westport’s book value as of Dec. 31, 2003. The current directors and advisory board members of Bank of Westport have been invited to serve on the advisory board of Fairfield County Bank.

The merger is subject to approval by state and federal bank supervisory agencies and the shareholders of Bank of Westport. According to statements released on Tuesday, Fairfield County Bank anticipates that the transaction will close early in the second quarter of 2004. Feldman Financial Assoc. of Washington, D.C., is acting as financial advisor for Westport.