Camden National Corp., the parent company of Camden National Bank, and SBM Financial Inc., the parent company of The Bank of Maine, have announced the signing of a definitive agreement under which The Bank of Maine will merge into Camden National Bank, creating Maine’s largest community bank.
The combined organization will operate under the Camden National Bank name and brand and be led by Gregory A. Dufour, president and chief executive officer of Camden National Corp. and Camden National Bank.
John Everets, The Bank of Maine’s chairman and chief executive officer, will provide consulting services through the transition. The combined organization will be headquartered in Camden with several leadership positions in Portland.
“We are excited to welcome The Bank of Maine employees and customers to Camden National. The union of these two great organizations will redefine what it means to be a community bank,” said Dufour. “Together, we have a combined history of over 320 years of providing exceptional service to the people of Maine.
“As the largest community bank in Maine, we are poised to continue to provide our customers and shareholders with an enduring value. We are a financially strong institution that is a leader in Maine’s financial services industry and is Maine’s bank for the future.
“Our focus will remain on expanding relationships with customers by providing them with the products and services to meet their needs, such as leading-edge digital banking tools, a wide range of lending and deposit options, and robust wealth management and investment services. Camden National will also be able to help even more communities thrive with programs such as Hope@Home, our homelessness awareness initiative.”
Upon completion of the transaction, Camden National will have a combined network of 68 branches and three specialized lending locations. The transaction compliments Camden National’s existing footprint and expands the company’s presence in the higher-growth Southern Maine market.
Customers will have access to more than 85 ATMs as well as additional ATMs across the state as part of the Maine Cash Access Network. In addition, customers will also have state-of-the-art digital banking tools, which include online, mobile, text, and telephone banking, smart ATMs, and mobile deposit and bill pay.
Everets said, “We are pleased to be joining a strong and growing institution. Our two institutions share a rich history in Maine, and our combined size and shared cultures will position us to provide added scale to benefit our customers, communities, and shareholders alike. I am excited for what the future holds.”
“We are redefining community banking and look forward to working with our new employees from The Bank of Maine to reshape banking as we know it today,” said Dufour. “This is a strong business combination that enhances our competitive market position and will allow us to realize efficiency benefits.
“The Bank of Maine is a well-run company with an attractive core deposit base and branch network combined with health care specialty lending and mortgage businesses that provide new sources of growth and diversification. Camden National’s acquisition experience, familiarity with The Bank of Maine’s markets, and the fact that both banks operate the same systems will facilitate a seamless integration for our new employees and customers.”
Consideration will be paid to SBM Financial Inc. stockholders in a combination of stock and cash valued at approximately $135 million based on Camden National’s closing price of $38.60 on March 27.
Under the terms of the agreement, 80 percent of SBM Financial Inc. common shares will be converted into Camden National common stock and the remaining 20 percent will be exchanged for cash.
SBM Financial Inc. stockholders will have the option to elect to receive either 5.421 shares of Camden National common stock or $206 in cash for each SBM Financial Inc. common share, subject to proration to ensure that in the aggregate, 80 percent of SBM Financial Inc. shares will be converted into stock.
With estimated cost savings of 37 percent of The Bank of Maine’s pre-tax non-interest expenses and an anticipated closing date in the third quarter of 2015, the transaction is expected to be mid-teens accretive to Camden National’s earnings per share starting in 2016. Camden National will maintain its strong capital position with a pro forma tangible equity to tangible assets ratio of 7 percent.
The transaction is intended to qualify as reorganization for federal income tax purposes. As a result, the shares of SBM Financial Inc. exchanged for Camden National stock will be transferred on a tax-free basis.
The definitive agreement has been approved by the boards of directors of both Camden National and The Bank of Maine. The completion of the transaction is subject to stockholder and regulatory approvals for both companies. After the transaction is completed, Camden National will add two The Bank of Maine directors to its board of directors.
RBC Capital Markets served as financial adviser and Goodwin Procter LLP served as legal counsel to Camden National. Keefe Bruyette & Woods Inc. served as financial adviser and Luse Gorman P.C. served as legal counsel to The Bank of Maine.
About Camden National
Camden National Corp. is a holding company employing more than 480 Maine residents for two financial services companies, including Camden National Bank and the wealth management company Acadia Trust N.A.
Camden National Bank is a full-service community bank with a network of 44 banking offices throughout Maine and a commercial loan office in Manchester, N.H. Acadia Trust offers investment management and fiduciary services with offices in Portland, Bangor, and Ellsworth. Located at Camden National Bank, Camden Financial Consultants offers full-service brokerage and insurance services. For more information, visit www.camdennational.com.
About The Bank of Maine
The Bank of Maine was organized in 1834 as Gardiner Savings Institution. In 2007, Gardiner Savings Institution changed its name to Savings Bank of Maine, and today it is known simply as The Bank of Maine, a wholly owned subsidiary of SBM Financial Inc.
Headquartered in Portland with 24 banking centers, 254 employees, and approximately $800 million in total assets as of Dec. 31, 2014, The Bank of Maine provides a broad range of financial services, including commercial, residential, and consumer lending, retail and commercial deposit products, and a wide variety of additional services through its branch network, loan officers, and ATMs.
(Submitted article)
