PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
March 29, 2015
Camden National Corporation
(Exact name of registrant as specified in its
(State or other jurisdiction
2 Elm Street, Camden, ME 04843
(Address of principal executive offices) (Zip
Registrant’s telephone number, including
area code: (207) 236-8821
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
x Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|Item 1.01.||Entry into a Material Definitive Agreement
On March 29, 2015, Camden National Corporation
(“Camden National”), the holding company for Camden National Bank, and SBM Financial, Inc. (“SBM Financial”),
the holding company for The Bank of Maine, entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant
to which SBM Financial will merge with and into Camden National, the separate corporate existence of SBM Financial will thereupon
cease and Camden National will continue as the surviving corporation (the “Merger”). It is anticipated that The Bank
of Maine will merge with and into Camden National Bank, with Camden National Bank continuing as the surviving bank, concurrently
with the Merger.
Pursuant to the terms of the Merger Agreement,
at the effective time of the Merger (the “Effective Time”), each outstanding share of common stock, par value $0.01
per share, of SBM Financial (“SBM Common Stock”) will be converted into the right to receive at the election of the
holder thereof either (1) $206.00 in cash, without interest or (2) 5.421 shares of common stock, no par value per share, of Camden
National, subject to proration to ensure that in the aggregate 80% of SBM Common Stock will be converted to Camden Common Stock
and the remaining 20% of SBM Common Stock will be converted to cash.
In connection with the Merger, it is expected
that two SBM Financial directors will be appointed to the Camden National Board of Directors after the Effective Time of the Merger.
The Merger Agreement provides each of SBM Financial
and Camden National with specified termination rights. If the Merger is not consummated under specified circumstances, including
if SBM Financial terminates the Merger Agreement for a Superior Proposal (as defined in the Merger Agreement), SBM Financial has
agreed to pay Camden National a termination fee in the amount of $5.4 million.
The consummation of the Merger is subject to
customary closing conditions, including the receipt of regulatory approvals and approval by the shareholders of SBM Financial and
Camden National. The Merger is currently expected to be completed in the third quarter of 2015.
The Merger Agreement has been unanimously approved
by the Boards of Directors of each of SBM Financial and Camden National.
The foregoing description of the Merger Agreement
does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed
as Exhibit 2.1 to this Current Report on Form 8-K and the terms of which are incorporated herein by reference.
The Merger Agreement contains usual and customary
representations and warranties that Camden National and SBM Financial made to each other as of specific dates. The assertions embodied
in those representations and warranties were made solely for purposes of the Merger Agreement between Camden National and SBM Financial
and may be subject to important qualifications and limitations agreed to by Camden National and SBM Financial in connection with
negotiating its terms, including being qualified by confidential disclosures exchanged between the parties in connection with the
execution of the Merger Agreement. Moreover, the representations and warranties are subject to a contractual standard of materiality
that may be different from what may be viewed as material to shareholders, and the representations and warranties may have been
used to allocate risk between Camden National and SBM Financial rather than establishing matters as facts.
Simultaneously with the execution of the Merger
Agreement, the members of SBM Financial’s Board of Directors and certain executive officers of SBM Financial have entered
into voting agreements with Camden National (collectively, the “SBM Voting Agreements”) pursuant to which such individuals
have agreed, among other things, to vote their respective shares of SBM Common Stock in favor of the approval of the Merger Agreement
at a special meeting of SBM Financial’s shareholders to be held for the purpose of approving the Merger Agreement.
The persons signing the SBM Voting Agreements
currently beneficially own an aggregate of approximately 18.28% of the outstanding SBM Common Stock. The foregoing description
of the SBM Voting Agreements does not purport to be complete and is qualified in its entirety by reference to the form of SBM Voting
Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Upon execution of the Merger Agreement, Camden
National Bank entered into a Consulting Agreement with John Everets, Chairman and Chief Executive Officer of SBM Financial (the
“Consulting Agreement”), to be effective as of the date of the closing of the Merger, pursuant to which Mr. Everets
will provide consulting services to Camden National Bank for the one year period following the closing of the Merger. The
consulting agreement includes customary non-competition and non-solicitation provisions which restrict Mr. Everets’ ability
to compete with Camden National Bank for the eighteen month period following the closing of the Merger. Under the Consulting Agreement,
Mr. Everets will be paid consulting fees in the amount of $175,000 and non-competition payments in the amount of $320,000, in each
case in equal monthly installments in arrears, during the one year period following the closing of the Merger.
The foregoing description of the Consulting
Agreement does not purport to be complete and is qualified in its entirety by reference to the Consulting Agreement, a copy of
which is filed as Exhibit 10.2 to this Current Report on Form 8-K and the terms of which are incorporated herein by reference.
ADDITIONAL INFORMATION AND WHERE TO FIND
In connection with the proposed merger, Camden
National will file with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 that will
include a Proxy Statement of SBM Financial and Camden National and a Prospectus of Camden National, as well as other relevant
documents concerning the proposed merger. Investors and shareholders are urged to read the Registration Statement and the Proxy
Statement/Prospectus regarding the proposed merger when it becomes available and any other relevant documents filed with the SEC,
as well as any amendments or supplements to those documents, because they will contain important information. A free copy of the
Registration Statement and Proxy Statement/Prospectus, as well as other filings containing information about Camden National and
SBM Financial, when they become available, may be obtained at the SEC’s Internet site (http://www.sec.gov). Copies
of the Registration Statement and Proxy Statement/Prospectus (when they become available) and the filings that will be incorporated
by reference therein may also be obtained, free of charge, from Camden National’s website at camdennational.com or by contacting
Camden National Investor Relations at (207) 236-8821 or by contacting SBM Financial Investor Relations at (207) 518-5607.
PARTICIPANTS IN SOLICITATION
Camden National and certain of its directors
and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Camden National
in connection with the proposed merger. Information about the directors and executive officers of Camden National is set forth
in the proxy statement for Camden National’s 2015 annual meeting of shareholders, as filed with the SEC on a Schedule 14A
on March 12, 2015. Additional information regarding the interests of those participants and other persons who may be deemed participants
in the transaction and a description of their direct and indirect interests, by security holdings or otherwise, may be obtained
by reading the Proxy Statement/Prospectus and other relevant documents regarding the proposed merger to be filed with the SEC (when
they become available). Free copies of these documents may be obtained as described in the preceding paragraph.
FORWARD LOOKING STATEMENTS
Certain statements contained in this Current
Report on Form 8-K that are not statements of historical fact constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 about the proposed merger of Camden National and SBM Financial. These statements include
statements regarding the anticipated closing date of the transaction, estimated cost savings of SBM Financial’s pre-tax non-interests
expenses, the amount of accretion of the transaction to Camden National’s earnings, and Camden National’s pro forma
tangible equity to tangible assets ratio. Forward-looking statements can be identified by the fact that they do not relate strictly
to historical or current facts. They often include words like “believe,” “expect,” “anticipate,”
“estimate,” and “intend” or future or conditional verbs such as “will,” “would,”
“should,” “could” or “may.” Certain factors that could cause actual results to differ materially
from expected results include delays in completing the proposed merger, difficulties in achieving cost savings from the proposed
merger or in achieving such cost savings within the expected time frame, difficulties in integrating Camden National and SBM Financial,
increased competitive pressures, changes in the interest rate environment, changes in general economic conditions, legislative
and regulatory changes that adversely affect the business in which Camden National and SBM Financial are engaged, changes in the
securities markets and other risks and uncertainties disclosed from time to time in in Camden National’s Annual Report on
Form 10-K for the year ended December 31, 2014, as updated by other filings with the SEC. Camden National does not have any
obligation to update forward-looking statements.
|Item 7.01||Regulation FD Disclosure
An Investor Presentation containing additional
information regarding the Merger is included in this report as Exhibit 99.2 and is furnished herewith, and shall not be deemed
“filed” for any purpose.
On March 30, 2015, Camden National and SBM Financial
issued a joint press release announcing that they had entered into the Merger Agreement. A copy of the joint press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K.
|Item 9.01.||Financial Statements and Exhibits
||Agreement and Plan of Merger dated as of March 29, 2015 by and among Camden National Corporation, Atlantic Acquisitions, LLC, and SBM Financial, Inc.*|
||Form of SBM Voting Agreement|
||Consulting Agreement by and between Camden National Bank and John W. Everets dated March 29, 2015|
||Joint Press Release dated March 30, 2015|
||Investor Presentation dated March 30, 2015|
||Employee Frequently Asked Questions|
* Schedules have been omitted pursuant to Item 601(b)(2)
of Regulation S-K. Camden hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the
SEC; provided, however, that Camden may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of
1934, as amended, for any schedule so furnished.
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
||CAMDEN NATIONAL CORPORATION|
||/s/ Deborah A. Jordan|
||Deborah A. Jordan|
||Chief Operating Officer and Chief Financial Officer and Principal Financial & Accounting Officer|
Date: March 30, 2015
and Plan of Merger dated as of March 29, 2015 by and among Camden National Corporation, Atlantic Acquisitions, LLC and
SBM Financial, Inc.*
||Form of SBM Voting
||Consulting Agreement by and between
Camden National Bank and John Everets dated March 29, 2015|
||Joint Press Release dated March 30, 2015|
||Investor Presentation dated March 30, 2015|
||Employee Frequently Asked Questions|
have been omitted pursuant to Item 601(b)(2) of Regulation S-K. SBM Financial hereby undertakes to furnish supplementally copies
of any of the omitted schedules upon request by the SEC; provided, however, that SBM Financial may request confidential treatment
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule so furnished.