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The parent company of NBT Bank, which has two branches in Connecticut, has agreed to acquire Lakeville-based Salisbury Bank in a deal that will see Salisbury’s CEO join NBT.
Norwich, New York-based NBT Bancorp Inc. plans to acquire Salisbury Bancorp Inc. in an all-stock deal valued at approximately $204 million, the banks said in a joint statement today.
The deal, which has been unanimously approved by both boards of directors, is expected to close in the second quarter of 2023. The transaction is subject to customary closing conditions, including regulatory approvals and approval by Salisbury’s shareholders. Both banks trade on the Nasdaq Stock Market.
Salisbury Bank branches will become NBT Bank locations after the merger, the statement said, and NBT plans to establish a regional operations center in Lakeville. Salisbury has 14 branches, including locations in Canaan, Lakeville, Salisbury and Sharon. Other branches are in the Hudson Valley region of New York and Berkshire County in Massachusetts.
A $1.51 billion-asset state-chartered bank, Salisbury had $1.33 billion in deposits and net loans of $1.18 billion as of Sept. 30, 2022.
NBT, which has a national charter, entered the Connecticut market in 2019 and opened its first two branches last year in Glastonbury and West Hartford. NBT has about 140 branches across its footprint, which also includes New York, Pennsylvania, Vermont, New Hampshire, Maine and Berkshire County in Massachusetts.
NBT Bank, which has a national charter, has about $11.5 billion in total assets, $10 billion in deposits and $7.9 billion in loans.
“We are very excited to partner with Salisbury and to extend our footprint into their attractive and complementary markets,” NBT President and CEO John H. Watt Jr. said in the statement. “Importantly, the organizational values upheld by the Salisbury team align very well with those of NBT. We look forward to welcoming these dedicated financial professionals to NBT and growing our combined company together.”
Watt added that Richard Cantele Jr., Salisbury’s president and CEO, would become a member of NBT’s executive management team. Cantele’s title will be determined before the transaction closes, according to the merger agreement. One director from Salisbury will be added to NBT’s board when the transaction closes, the statement said.
“Salisbury has an impressive history of service to their customers, communities and shareholders, and we are honored to have the opportunity to build on these relationships,” Watt said.
NBT said it would maintain charitable support following the merger in Salisbury’s markets. NBT also plans to contribute $500,000 “in incremental support to demonstrate the company’s ongoing commitment to these markets,” the statement said.
“We are proud to become part of a long-standing, high-performing franchise like NBT Bank,” Cantele said in the statement. “We believe this combination will create significant value for Salisbury shareholders, both immediately and longer term. Furthermore, we are confident the operating philosophies shared by NBT and Salisbury will ensure that our customers continue to receive high-quality service from people they know and trust. NBT has been consistently recognized for superior customer satisfaction and offers comprehensive omni-channel solutions. Through the partnership between Salisbury and NBT, our customers will gain access to an expanded set of products, services and capabilities.”
The merger agreement calls for each outstanding share of Salisbury common stock to be converted into the right to receive 0.7450 shares of NBT common stock, at a value of $35 per Salisbury share based on NBT’s volume-weighted average closing stock price of $46.98 for the 10-day trading period ending on Nov. 29, the statement said.
NBT said the transaction would to be approximately 9.8 percent accretive to first full-year proforma GAAP earnings per share after the transaction closes.
