8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 26, 2007

CAMDEN NATIONAL CORPORATION

(Exact name of Registrant as specified in charter)

MAINE	01-28190	01-0413282
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS employer Identification No.)

Two Elm Street, Camden, Maine	04843
(Address of principal executive offices)	(Zip Code)

(207) 236-8821

(Registrant’s telephone number, including area code)

(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 A.2. below):

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)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 – Other Events

Camden National Corporation (the Company) presented at the Financial Institutions Conference hosted by RBC Capital Markets on Wednesday, September 26, 2007. The press release announcing the Company’s participation and the visual portion of the Company’s presentation are attached as exhibits. A recording of the audio portion will be available for 30 days following the conference through the Investors link of the Company web site (www.camdennational.com).

Additional Information about the Merger

In connection with the proposed merger of Union Bankshares with and into Camden, Camden and Union Bankshares intend to file relevant materials with the Securities and Exchange Commission (“SEC”), including a registration statement on Form S-4 that will contain a proxy statement/prospectus. INVESTORS ARE URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CAMDEN, UNION BANKSHARES AND THE MERGER. The proxy statement/prospectus and other relevant materials, and any other documents filed by Camden or Union Bankshares with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors may obtain free copies of the documents filed with the SEC by Camden by directing a written request to Camden National Corporation, Two Elm Street, Camden, Maine 04843, Attention: Suzanne Brightbill, and free copies of the documents filed with the SEC by Union Bankshares by directing a written request to Union Bankshares Company, 66 Main Street, Ellsworth, Maine 04605, Attention: Clerk.

Participants in this Transaction

Camden, Union Bankshares and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the shareholders of Union Bankshares in connection with the merger. Information about the directors and executive officers of Camden and Union Bankshares and information about any other persons who may be deemed participants in this transaction will be included in the proxy statement/prospectus. You can find information about Camden’s directors and executive officers in the proxy statement for Camden’s annual meeting of stockholders filed with the SEC on March 21, 2007. You can find information about Union Bankshares’s directors and executive officers in the proxy statement for Union Bankshares’s 2007 annual meeting of shareholders filed with the SEC on May 11, 2007. You can obtain free copies of these documents from the SEC, Camden or Union Bankshares using the contact information above.

Forward-Looking Statements

This report contains statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by the use of the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “assume,” “will,” “should,” and other expressions which predict or indicate future events or trends and which do not relate to historical matters. Forward-looking statements should not be relied on, because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of Camden. These risks, uncertainties and other factors may cause the actual results, performance or achievements of Camden to be materially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements. Some of the factors that might cause these differences include the following: (i) failure of the parties to satisfy the closing conditions in the Merger Agreement in a timely manner or at all; (ii) failure of the shareholders of Union Bankshares to approve the Merger Agreement; (iii) failure to obtain governmental approvals of the Merger, or imposition of adverse regulatory conditions in connection with such approvals; (iv) disruptions in the businesses of the parties as a result of the pendency of the Merger; (v) integration costs following the merger, (vi) changes in general, national or regional economic conditions; (vii) changes in loan default and charge-off rates; (viii) reductions in deposit levels necessitating increased borrowing to fund loans and investments; (ix) changes in interest rates; (x) changes in laws and regulations; (xi) changes in the size and nature of the Camden’s competition; and (xii) changes in the assumptions used in making such forward-looking statements. Other factors could also cause these differences. For more information about these factors please see Camden’s and Union Bankshares’ filings with the SEC, including their Annual Report on Form 10-K on file with the SEC. All of these factors should be carefully reviewed, and readers should not place undue reliance on these forward-looking statements. These forward-looking statements were based on information, plans and estimates at the date of this report, and the Company does not promise to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits.

99.1	Press release announcing conference participation
99.2	Visual presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be filed on its behalf by the undersigned thereunto duly authorized.

CAMDEN NATIONAL CORPORATION
By:	/s/ Sean G. Daly	Date: September 26, 2007
	Sean G. Daly
	Chief Financial Officer and Principal Financial & Accounting Officer

EX-99.1

Exhibit 99.1

Camden National Corporation to Present at RBC Capital Markets Financial Institutions Conference on September 26, 2007

CAMDEN, Maine—(BUSINESS WIRE)—Camden National Corporation (AMEX: CAC; the “Company”) today announced that Robert W. Daigle, president and chief executive officer, and Sean Daly, chief financial officer, will present at the Financial Institutions Conference hosted by Royal Bank of Canada (“RBC”) Capital Markets on September 26, 2007, beginning at 8:15 a.m. Eastern. The conference will be held at The Harbor View Hotel in Edgartown on Martha’s Vineyard. Camden National Corporation is one of a number of banks invited to participate in this annual conference.

A live, audio-only web cast will be available on the conference website at http://www.wsw.com/webcast/rbc79/cac and through Camden National Corporation’s website at http://www.camdennational.com/ under the Investors tab/Corporate Profile.

Camden National Corporation, a 2006 Best Places to Work in Maine company headquartered in Camden, Maine, and listed on the American Stock Exchange under the symbol CAC, is the holding Company for a family of two financial services companies, including: Camden National Bank (CNB), a full-service community bank with 27 banking offices serving coastal, western, central and eastern Maine, and recipient of the Governor’s Award for Business Excellence in 2002, and Acadia Trust, N.A., offering investment management and fiduciary services with offices in Portland and Bangor. Acadia Financial Consultants is a division of CNB, offering full-service brokerage services.

Contact:

Camden National Corporation

Suzanne Brightbill, 207-230-2120

Public Relations Officer

sbrightbill@camdennational.com

Source: Camden National Corporation

EX-99.2

RBC Capital Markets

Financial Institutions

Conference

September 26, 2007

Presenter

Robert W. Daigle

President and Chief Executive Officer

Exhibit 99.2

2

Safe Harbor Statement

This report contains statements that may be considered forward-looking statements within the meaning of

Section

27A

of

the

Securities

Act

of

1933

and

Section

21E

of

the

Securities

Exchange

Act

of

1934. Forward-

looking statements can be identified by the use of the words "believe," "expect," "anticipate," "intend," "estimate,"

"assume," "will," "should," and other expressions which predict or indicate future events or trends and which do

not

relate

to

historical

matters.

Forward-looking

statements

should

not

be

relied

on,

because

they

involve known

and unknown risks, uncertainties and other factors, some of which are beyond the control of Camden National

Corporation ("Camden"). These risks, uncertainties and other factors may cause the actual results, performance

or achievements of Camden to be materially different from the anticipated future results, performance or

achievements expressed or implied by the forward-looking statements.

Some of the factors that might cause these differences include the following: (i) failure of the parties to satisfy the

closing

conditions

in

the

Merger

Agreement

in

a

timely

manner

or

at

all;

(ii)

failure

of

the

shareholders

of Union

Bankshares

Company ("Union Bankshares") to approve the Merger Agreement; (iii) failure to obtain

governmental approvals of the Merger, or imposition of adverse regulatory conditions in connection with such

approvals;

(iv)

disruptions

in

the

businesses

of

the

parties

as

a

result

of

the

pendency

of

the

Merger; (v)

integration

costs

following

the

merger,

(vi)

changes

in

general,

national

or

regional

economic

conditions; (vii)

changes in loan default and charge-off rates; (viii) reductions in deposit levels necessitating increased borrowing

to fund loans and investments; (ix) changes in interest rates; (x) changes in laws and regulations; (xi) changes in

the size and nature of the Camden's competition; and (xii) changes in the assumptions used in making such

forward-looking statements. Other factors could also cause these differences. For more information about these

factors please see Camden’s and Union Bankshares’

filings with the SEC, including their Annual Report on Form

10-K on file with the Securities and Exchange Commission ("SEC"). All of these factors should be carefully

reviewed, and readers should not place undue reliance on these forward-looking statements. These forward-

looking statements were based on information, plans and estimates at the date of this report, and the Company

does not promise to update any forward-looking statements to reflect changes in underlying assumptions or

factors, new information, future events or other changes.

3

Overview

•

Founded 1875 in Camden, Maine

•

Common Stock CAC trades on AMEX

•

Profile

–

Total Assets -

$1.8 billion

–

Assets under Administration -

$925 million

–

Total Households -

45,600

–

Employees –

324

–

Banking Centers -

27

4

Franchise Geography

5

Franchise Ranking

Source:

SNL

Financial;

Bank

of

America

and

KeyBank

do

not

provide

total

Maine-based assets

Top Fifteen Banks in Maine by Asset Size

Total Assets (000's)

Institution Name

As of June 30, 2007

TD Banknorth, National Association

$43,027,878

Bangor Bancorp, MHC

$2,078,791

Camden National Corporation

$1,761,103

First National Lincoln Corporation

$1,161,274

Gardiner Savings Institution, FSB

$976,444

Norway Bancorp, MHC

$835,076

Bar Harbor Bankshares

$833,450

Machias Bancorp, MHC

$795,958

Gorham Bancorp, MHC

$739,323

Kennebunk Savings Bank

$719,275

Saco & Biddeford Savings Institution

$674,339

Kennebec Savings Bank

$610,407

Union Bankshares Company

$565,426

Androscoggin Bancorp, MHC

$564,767

Northeast Bancorp

$556,866

6

Loan and Deposit Growth

$0

$200

$400

$600

$800

$1,000

$1,200

$1,400

2002

2003

2004

2005

2006

Q2-07

Loans

Deposits

($ in millions)

7

Return On Equity

15.38%

15.85%

15.97%

16.99%

18.40%

17.97%

13.0%

14.0%

15.0%

16.0%

17.0%

18.0%

19.0%

2002

2003

2004

2005

2006

Q2-07

*

* Q2-07  year to date results annualized

8

Diluted EPS growth

$2.11

$2.38

$2.53

$2.80

$2.93

$1.00

$1.50

$2.00

$2.50

$3.00

2002

2003

2004

2005

2006

9

Strategic Focus

•

Maximizing Shareholder Value

•

Optimizing Capital

•

“Block and Tackle”

Banking

•

Investing in the Business

•

Merger of banking subsidiaries

•

Technology infrastructure

•

Deposit Group

10

Key Initiatives

•

Tender

Offer

/

Trust

Preferred

Issuance

–

2006

•

Merger

of

banking

subsidiaries

–

2006

•

Merger

Agreement:

Union

Bankshares

–

2007

11

Union Bankshares

Overview

Ticker

UNBH

Headquarters

Ellsworth, Maine

Founded

1887

Branches

13

Total Assets

$565 Million (1)

Total Loans

$373 Million (1)

Total Deposits

$318 Million (1)

Reserves to Loans

1.14% (1)

Efficiency Ratio (LTM)

71.49% (2)

(1)

At June 30, 2007

(2)

Last twelve months, as of June 30, 2007

12

Acquisition –

Pro Forma Map

13

Acquisition –

Terms

Purchase Price per share

$68.00 (1)

Consideration

60% stock / 40% cash

Fixed Exchange Ratio

1.9106

Aggregate Purchase Price

$72.5 Million (1)

Premium to Market

33% (2)

Price to Book/Tangible Book

174% / 205% (3)

Price to LTM Earnings

18.6x (3)

Anticipated Closing

January 2008

(1)

The

actual

purchase

price

at

closing

will

vary

with

changes

in

CAC’s

stock price. 

The purchase price reflects a CAC stock price of $35.59

(2)

Based on the August 13, 2007 closing price of UNBH

(3)

Financial data as of June 30, 2007

14

Acquisition –

Compatibility

•

Two 100+ year old Maine-based institutions

•

Contiguous geography

•

Comparable corporate culture

•

Focus on the customer experience

•

Conservative credit approach

•

Operational similarities

15

Acquisition –

Execution

•

Experienced senior management team

•

Merger of banking subsidiaries: operational

template

•

Achievable cost savings and growth

assumptions

•

Compatible cultures

Manageable Execution Risk

16

Acquisition –

Financial Impact

2008

2009

EPS Accretion

< 1%

4% -

5%

Cost Savings (1)

16%

25%

(1)

Cost

Savings

are

expressed

as

a

percentage

of

UNBH’s

2007

annualized

non-interest expense

•

The legal transaction is expected to be completed in January 2008

•

Operational integration is expected to be completed by the end of  

the first quarter in 2008

•

Full cost savings are expected to be realized in 2009.

17

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