Lakeville-based Salisbury Bank and NBT Bank face two lawsuits challenging their proposed merger and have disclosed additional information about the deal in response to the legal actions and other requests from shareholders.
Norwich, New York-based NBT and Salisbury said in SEC filings last week that the banks do not believe that the claims have merit and denied that additional disclosures were required or necessary. The banks said they decided to release additional information in part to avoid nuisance and possible expenses.
Lawsuits against mergers are common, and the plaintiffs, who filed the lawsuits last month in Litchfield Superior Court, are frequent litigants Paul Parshall and Charles Reinhardt.
The allegations in the lawsuits include a claim that Salisbury’s directors “breached their fiduciary duties by approving the Merger Agreement through an unfair and flawed process,” according to the securities filing. The lawsuits also said the banks did not make complete and accurate disclosures regarding the process.
“NBT and Salisbury believe these allegations are without merit and intend to defend against them vigorously,” the banks said in the SEC filing.
Salisbury also received six written requests, known as “demand letters,” from purported shareholders requesting that additional disclosures be added to an amended registration statement.
“While NBT and Salisbury believe that the Complaints and the Demand Letters lack merit and that the disclosures set forth in the Definitive Proxy Statement/Prospectus comply fully with applicable law, in order to moot plaintiffs’ unmeritorious disclosure claims, avoid nuisance and possible expense and provide additional information to Salisbury’s shareholders, NBT and Salisbury have determined to voluntarily supplement the Definitive Proxy Statement/Prospectus,” the banks said in the SEC filing. They added: “… NBT and Salisbury specifically deny all allegations that any additional disclosure was or is required.”
The new disclosures include additional information about NBT’s projected financial results, peer group data and fees paid to Salisbury’s financial adviser, Janney Montgomery Scott.





