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United States. Securities and Exchange Commission

NBT Bancorp Inc. to Acquire Salisbury Bancorp Inc. in $113.1 Million All-Stock Deal

Strategic Insights

— 2 min read

NBT Bancorp Inc. has entered into an Agreement and Plan of Merger with Salisbury Bancorp Inc. to acquire the latter in an all-stock deal worth $113.1 million. Under the terms of the merger, each outstanding share of Salisbury common stock will be converted into the right to receive 0.7450 shares of NBT Bancorp's common stock. The merger is expected to close in the second quarter of 2023, subject to customary closing conditions, including regulatory approvals and shareholder approval.

The merger will result in the combination of NBT Bank, N.A. and Salisbury Bank and Trust Company, with NBT Bank emerging as the surviving entity. Following the merger, Richard J. Cantele, currently the President and Chief Executive Officer of Salisbury, will be employed as an officer of NBT Bancorp Inc. In addition, one member of the current board of directors of Salisbury will be appointed to the board of directors of NBT Bancorp Inc. and NBT Bank.

The acquisition will significantly expand NBT Bancorp Inc.'s presence in the eastern region of New York and Connecticut, increasing its deposit base and branch network.

Key Takeaways:

  • The merger is an all-stock deal worth $113.1 million, with each outstanding share of Salisbury common stock being converted into the right to receive 0.7450 shares of NBT Bancorp's common stock.
  • The merger is expected to close in the second quarter of 2023, subject to customary closing conditions, including regulatory approvals and shareholder approval.
  • The combined entity will result in the merger of NBT Bank, N.A. and Salisbury Bank and Trust Company, with NBT Bank emerging as the surviving entity.
  • Richard J. Cantele, currently the President and Chief Executive Officer of Salisbury, will be employed as an officer of NBT Bancorp Inc. following the merger.
  • One member of the current board of directors of Salisbury will be appointed to the board of directors of NBT Bancorp Inc. and NBT Bank.
  • The acquisition will expand NBT Bancorp Inc.'s presence in the eastern region of New York and Connecticut, increasing its deposit base and branch network.
  • The merger is subject to customary representations and warranties that the companies made to each other, which may be subject to important qualifications and limitations.
  • The representations and warranties are contractual in nature and may differ from what may be viewed as material to shareholders.

Statistics:

  • The merger is an all-stock deal worth $113.1 million.
  • Each outstanding share of Salisbury common stock will be converted into the right to receive 0.7450 shares of NBT Bancorp's common stock.
  • The merger is expected to close in the second quarter of 2023.
  • The combined entity will result in the merger of NBT Bank, N.A. and Salisbury Bank and Trust Company, with NBT Bank emerging as the surviving entity.
  • The acquisition will expand NBT Bancorp Inc.'s presence in the eastern region of New York and Connecticut, increasing its deposit base and branch network.

Sources:

  • NBT Bancorp Inc.'s Form 8-K filing with the Securities and Exchange Commission on December 5, 2022.
  • Joint press release issued by NBT Bancorp Inc. and Salisbury Bancorp Inc. on December 5, 2022.
  • Agreement and Plan of Merger, dated December 5, 2022, between NBT Bancorp Inc., NBT Bank, N.A., Salisbury Bancorp, Inc. and Salisbury Bank and Trust Company.

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