BUSINESS COMBINATIONS

9 Months Ended

Sep. 30, 2024

Business Combination and Asset Acquisition [Abstract]

BUSINESS COMBINATIONS

BUSINESS COMBINATIONS

On September 10, 2024, the Company announced the signing of a definitive agreement and plan of merger pursuant to which the Company will acquire Northway Financial, Inc. (“NFI”) in an all-stock transaction valued at approximately $86.6 million based on the Company’s common stock closing price of $37.90 on September 9, 2024, the trading day immediately preceding the merger announcement. NFI is the parent company of Northway Bank, a New Hampshire state-chartered bank, with 16 Northway branches in New Hampshire. The merger will allow the Company to build upon its presence in New England.

Under the terms of the merger agreement, shareholders of NFI will receive 0.83 shares of the Company’s common stock for each share of NFI common stock, and the merger is expected to qualify as a tax-free reorganization. Based on the closing price of the Company’s common stock on September 9, 2024 of $37.90, the implied merger consideration that an NFI shareholder would be entitled to receive for each share of NFI common stock owned would be $31.46.

The transaction has been approved unanimously by the Boards of Directors of both the Company and NFI. Completion of the merger is subject to customary closing conditions, including receipt of required regulatory approvals and approval by the shareholders of NFI. NFI will host a special meeting for its shareholders on December 17, 2024, in order to seek approval of the transaction, which is expected to close in the first quarter of 2025.

Upon completion of the merger, the company approximates total assets, loans and deposits of the combined consolidated entities will be $7.0 billion, $5.1 billion and $5.5 billion, as of June 30, 2024, respectively.

In conjunction with the due diligence and announcement of the planned merger with NFI, for the three and nine months ended September 30, 2024, the Company incurred $727,000 of certain non-recurring merger-related expenses including legal and professional fees and other expenses. These non-recurring expenses are presented as merger and acquisition costs within non-interest expense on the consolidated statements of income.