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8-K - FORM 8-K - MERIDIAN INTERSTATE BANCORP INC | c24903e8vk.htm |
Exhibit 99
Meridian Interstate Bancorp, Inc. Reports Execution of Merger Agreement by Hampshire First Bank
Contact: Richard J. Gavegnano, Chairman and Chief Executive Officer
(978) 977-2211
(978) 977-2211
Boston, Massachusetts (November 17, 2011): Meridian Interstate Bancorp, Inc. (the Company or
Meridian) (NASDAQ: EBSB), the holding company for East Boston Savings Bank (the Bank), which
also operates under the name Mt. Washington Bank, a Division of East Boston Savings Bank (Mt.
Washington), announced today that on November 16, 2011, Hampshire First Bank, which is
approximately 40% owned by Meridian Interstate Bancorp, Inc. (the Company), entered into an
Agreement and Plan of Merger with NBT Bancorp, Inc. (NBT) and NBT Bank, N.A. (NBT Bank).
The Company owns 1,200,000 shares of common stock of Hampshire First Bank, which shares have an
equity investment basis of $10.52 per share as of September 30, 2011, and 60,000 warrants with an
exercise price of $10.00 per warrant. Pursuant to the Agreement and Plan of Merger, and subject to
the conditions and other requirements set forth therein, 65% of the outstanding shares of Hampshire
First Bank common stock will be converted into the right to receive 0.7019 of a share of NBT common
stock for each share of Hampshire First Bank common stock. The remaining 35% of outstanding shares
of Hampshire First Bank common stock will be exchanged for $15.00 in cash. The transaction is
valued at $15.00 per Hampshire First Bank share based on NBTs closing stock price of $21.37 on
November 10, 2011. The exchange ratio shall remain fixed at 0.7019 to the extent the market value
of a share of NBT common stock remains within 20% of $21.37, as measured during a period near the
closing of the transaction. To the extent the market value of NBT common stock does not remain
within the 20% collar, the exchange ratio will be adjusted accordingly to provide Hampshire First
Bank stockholders with a minimum value of $12.00 per share and maximum value of $18.00 per share
with respect to Hampshire First Bank stock exchanged for NBT common stock. Hampshire First Bank
stockholders will have the right to elect to receive cash or NBT common stock as outlined above,
subject to 65% of HFB common stock receiving NBT common stock in accordance with the proration and
allocation procedures contained in the Agreement and Plan of Merger. In addition, pursuant to the
Agreement and Plan of Merger, and subject to the conditions and other requirements set forth
therein, each warrant will be cancelled in exchange for a cash payment equal to the difference
between $15.00 and the exercise price of the warrant. Calculations of the Companys gain from its
investment in Hampshire First Bank can fluctuate based upon Hampshire First Banks earnings and
other changes in Hampshire First Banks stockholders equity.
In connection with the execution of the Agreement and Plan of Merger, on November 16, 2011, the
Company entered into a voting agreement with NBT, whereby the Company agreed to vote its shares of
Hampshire First Bank in favor of the Agreement and Plan of Merger at any meeting of stockholders of
Hampshire First Bank called to consider the Agreement and Plan of Merger. The voting agreement
will terminate concurrently with any termination of the Agreement and Plan of Merger.
Richard J. Gavegnano, Chairman and Chief Executive Officer, said, Through an investment of cash
and management resources, the Company assisted in the formation of Hampshire First Bank in 2006.
We are pleased that our support of community banking will provide gains for our stockholders.
Forward Looking Statements
This Current Report contains forward-looking statements including, but not limited to, the merger
consideration to be received by the Company and the ability of the Company to receive such
consideration. Forward-looking statements may also be identified by the use of words such as
will, expects, intends, plans, anticipates, believes, seeks, estimates, and similar
expressions. These forward-looking statements involve risks and uncertainties and are based on
the beliefs and assumptions of the management of the Company and its subsidiaries and on the
information available to management at the time that these statements were made. There are a
number of risks and uncertainties that could cause actual results to differ materially from the
forward-looking statements included in this document. For example, (1) Hampshire First Bank may be
unable to obtain stockholder approval required for the transaction; (2) regulatory approvals
required for the transaction may not be obtained, or required regulatory approvals may delay the
transaction or result in the imposition of conditions that could have a material adverse effect on
Hampshire First Bank, NBT or NBT Bank or cause the parties to abandon the transaction; (3)
conditions to the closing of the transaction may not be satisfied; (4) the business of Hampshire
First Bank, NBT or NBT Bank may suffer as a result of uncertainty surrounding the transaction; and
(5) Hampshire First Bank, NBT or NBT Bank may be adversely affected by other economic, business,
and/or competitive factors. The Company undertakes no obligation to update any forward-looking
statements, whether as a result of new information, future events or otherwise. Readers are
cautioned not to place undue reliance on these forward-looking statements.
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