Salisbury Bancorp, Inc. Enters into Agreement to Be Acquired by NBT Bancorp Inc.

Salisbury Bancorp, Inc. has entered into an Agreement and Plan of Merger with NBT Bancorp Inc. to be acquired by NBT. The agreement was filed with the Securities and Exchange Commission (SEC) on December 5, 2022. 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's common stock. The initial value reflected in the fixed exchange ratio was equivalent to $35.00 per share, which is approximately 186% of Salisbury's September 30, 2022 tangible book value. The merger is subject to customary closing conditions, including regulatory approvals and shareholder approval, and is expected to close in the second quarter of 2023.

The agreement also provides for the employment of Richard J. Cantele, currently the President and Chief Executive Officer of Salisbury, as a member of NBT's Executive Management Team. One member of the current board of directors of Salisbury will be appointed to the board of directors of NBT and NBT Bank.

Key Takeaways:

• Salisbury Bancorp, Inc. has entered into an agreement to be acquired by NBT Bancorp Inc. for approximately $35.00 per share.
• The merger is subject to customary closing conditions, including regulatory approvals and shareholder approval, and is expected to close in the second quarter of 2023.
• The initial value reflected in the fixed exchange ratio is approximately 186% of Salisbury's September 30, 2022 tangible book value.
• Richard J. Cantele, currently the President and Chief Executive Officer of Salisbury, will be employed as a member of NBT's Executive Management Team.
• One member of the current board of directors of Salisbury will be appointed to the board of directors of NBT and NBT Bank.
• The merger will result in the dilution of NBT's outstanding shares.
• The potential risks and uncertainties of the merger include business disruption, customer loss, and regulatory approvals.
• The merger is subject to certain representations and warranties, which are qualified in their entirety by reference to the full text of the Merger Agreement.

Statistics:

• $35.00: Initial value reflected in the fixed exchange ratio.
• 186%: Approximate value of the initial exchange ratio to Salisbury's September 30, 2022 tangible book value.
• 2Q 2023: Expected close date of the merger.
• 0.7450: Number of NBT shares that will be issued to each outstanding share of Salisbury common stock.

Sources:

• UNITED STATES SECURITIES AND EXCHANGE COMMISSION, Form 8-K, Salisbury Bancorp, Inc., December 5, 2022.
• NBT Bancorp Inc. and Salisbury Bancorp, Inc., Joint Press Release, December 5, 2022.