-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N/m7xIYLMN8gCGUFxhDy3LfY3vLhc/Zk1G0/qpbxnMD1IIpl0sokzZnvuVIsSuge /9E3PPdgOgHx9v1Q2gk7jQ== 0000950135-01-501632.txt : 20010612 0000950135-01-501632.hdr.sgml : 20010612 ACCESSION NUMBER: 0000950135-01-501632 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010611 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANDOVER BANCORP INC CENTRAL INDEX KEY: 0000810589 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 042952665 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 000-16358 FILM NUMBER: 1658764 BUSINESS ADDRESS: STREET 1: 61 MAIN ST CITY: ANDOVER STATE: MA ZIP: 01810 BUSINESS PHONE: 9787492000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANKNORTH GROUP INC/ME CENTRAL INDEX KEY: 0000829750 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 010437984 STATE OF INCORPORATION: ME FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: ONE PORTLAND SQ STREET 2: P O BOX 9540 CITY: PORTLAND STATE: ME ZIP: 04112 BUSINESS PHONE: 2077618500 MAIL ADDRESS: STREET 1: P O BOX 9540 CITY: PORTLAND STATE: ME ZIP: 04112-9540 FORMER COMPANY: FORMER CONFORMED NAME: PEOPLES HERITAGE FINANCIAL GROUP INC DATE OF NAME CHANGE: 19920703 425 1 b39671bge425.txt BANKNORTH GROUP, INC. 1 Filed by Banknorth Group, Inc. (Commission File No. 0-16947) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Andover Bancorp, Inc. (Commission File No. 0-16358) Date: June 11, 2001 - ----------------------------------------------------------------------------- The following is a press release and a presentation given by Banknorth Group, Inc. to investment analysts regarding the proposed acquisitions by Banknorth of Andover Bancorp, Inc. and Metro West Bank on June 11, 2001. - ----------------------------------------------------------------------------- FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION, CONTACT: BRIAN ARSENAULT, SVP, CORPORATE COMMUNICATIONS 207 761-8517 Banknorth to Expand Massachusetts Presence Announces Acquisition of Andover and MetroWest Banknorth Group will host a conference call at 2 P.M. Eastern Time today, June 11, 2001 to elaborate on the strategic rationale and financial implications of the acquisitions. The dial-in number is 800 946-0720, Confirmation code, 742179. International number is 719 457-2646, same confirmation code. A 48-hour replay will commence at 5 p.m. today. Replay dial-in is 888 203-1112, confirmation code 742179. A webcast of the conference call is also available at www.banknorth.com (go to Investor Relations site). Presentation materials to be used in the conference call will be available at the website after 9:30 a.m. Eastern Time or by calling 207 761-8510. Portland, Maine, June 11, 2001 - Banknorth Group, Inc. (NASDAQ: BKNG), announced today that it has signed separate definitive agreements to acquire both Andover Bancorp, Inc. ("Andover") (NASDAQ: ANDB) for approximately $333 million in stock, and MetroWest Bank ("MetroWest") (NASDAQ: MWBX) for approximately $166 million in cash. The acquisitions will increase the Company's total assets from just over $18 billion to approximately $21 billion and expand its Massachusetts banking franchise to 114 branches and nearly $9 billion in assets. At March 31, 2001 Andover had total assets of $1.8 billion, deposits of $1.3 billion and shareholders' equity of $160 million, and serviced its customer base from 15 branch locations covering Essex and Middlesex counties in Massachusetts and Rockingham County in New Hampshire. At the same date, MetroWest had total assets of $914 million, deposits of $705 million and shareholders' equity of $63 million, and served Middlesex, Norfolk, Suffolk, and Worcester counties in Massachusetts through 17 branch locations. "These acquisitions are a natural extension of our Massachusetts banking franchise, and significantly enhance our presence in the economically vibrant communities of Greater Boston," said William J. Ryan, Chairman, President and Chief Executive Officer of Banknorth. "Both Andover and MetroWest customers will benefit from having greater convenience through our extensive network of branches and ATMs and will enjoy a broader selection of products and services." 2 2 Gerald T. Mulligan, Andover's President, said the enhanced product offerings include trust and investments services, cash management and government banking services. "Banknorth is an ideal acquirer for Andover," said Mr. Mulligan. "Banknorth shares Andover's commitment to customer service and lending to the local community." John J. McArdle III, Chief Executive Officer of MetroWest Bank, similarly noted that its customers would benefit from expanded services. "It was important to us that any acquirer share our commitment to community banking and be in a position to enhance our ability to meet our customers' needs," said Mr. McArdle. "Our customers will now also be served by a much larger banking franchise with branches in many surrounding communities." Under the terms of the agreement to acquire Andover, shareholders will receive a fixed exchange ratio of 2.27 shares of Banknorth common stock for each share of Andover they hold plus cash in lieu of any fractional share interest. Based on Banknorth's closing price on June 8, 2001 of $21.19 per share, this would equal $48.10 a share. The exchange will be tax free and accounted for as a purchase transaction. The MetroWest agreement calls for shareholders of MetroWest to receive $11.50 in cash for each share they hold. Both agreements were approved by the Board of Directors of Banknorth and by the Board of Directors of Andover and MetroWest, respectively. The transactions are expected to be completed by year-end, and are subject to regulatory approval and approval by the respective shareholders of Andover and MetroWest. It is expected that the operational integration of the institutions will be completed during the first quarter of 2002. In connection with these transactions, Andover and MetroWest each granted to Banknorth an option to purchase 19.9 percent of its outstanding common stock under certain conditions. Andover's Massachusetts franchise (including Gloucester Bank and Trust Company), and MetroWest's branches will be merged into Banknorth's existing Massachusetts bank, First Massachusetts Bank, N.A., resulting in a subsidiary bank with 114 branches, $5.5 billion in deposits and nearly $9 billion in assets. Andover also operates three branches in Rockingham County, New Hampshire, where Banknorth already enjoys the leading deposit market share with First Massachusetts branches and branches of its New Hampshire subsidiary, Bank of New Hampshire, N.A. 3 3 The addition of Andover and MetroWest to Banknorth's Massachusetts franchise will move Banknorth into the No. 5 market share position in the Boston metropolitan statistical area, the fourth most populous MSA in the country. In addition, the acquisitions will give Banknorth the No. 2 deposit market share in Essex County (currently No. 7), with an average household income of $67,906, and the No. 7 deposit market share in Middlesex County (currently No. 19), with an average household income of $82,492, as well as enhancing Banknorth's existing No. 3 market share position in Worcester County, with an average household income of $58,198. "We gain significant market share in important Massachusetts markets," said Mr. Ryan. "We are becoming an important force in banking and financial services in Massachusetts, which complements our leading market position in Maine and New Hampshire and number two market position in Vermont." Banknorth Group, Inc., headquartered in Portland, Maine, is the country's 36th largest commercial banking company by assets with total assets of $18.3 billion at March 31, 2001. The Company operates banking subsidiaries in Maine, Peoples Heritage Bank, NA, in New Hampshire, Bank of New Hampshire, NA, in Massachusetts, First Massachusetts Bank, NA, in Vermont, The Howard Bank, NA, Franklin Lamoille Bank, NA and First Vermont Bank, NA, and New York, Evergreen Bank, NA. In north central Connecticut, the Company's banking presence is GBT, a division of First Massachusetts Bank, NA. The Company also operates a variety of insurance agencies in New England as subsidiaries of Morse, Payson & Noyes, Insurance, its lead agency, a money management firm, The Stratevest Group, NA, an investment subsidiary, Bancnorth Investment Planning Group, and a leasing company, Banknorth Leasing. Other subsidiaries and divisions provide services in mortgage banking, asset based lending, private banking, merchant services and other financial services. Andover Bancorp Inc. is a $1.8 billion bank holding company headquartered in Andover Massachusetts, approximately 25 miles north of Boston. Andover Bancorp is the parent company of Andover Bank and Gloucester Bank and Trust Company, which serve consumer and business customers in northern Massachusetts and southern New Hampshire. Andover Bank operates banking offices in Andover, Lawrence, Methuen, North Andover and Tewksbury, Massachusetts and in Derry, Londonderry and Salem, New Hampshire. Gloucester Bank and Trust operates banking offices in Gloucester, Massachusetts. MetroWest Bank is a state chartered financial institution headquartered in Framingham, Massachusetts with assets of nearly $1 billion. The former Framingham Savings Bank was renamed MetroWest Bank in 1996 to reflect its geographic presence in the western area of metropolitan Boston and to signify its transition to commercial banking. MetroWest has branches in Middlesex, Worcester and Norfolk counties in Massachusetts. 4 4 This press release may contain forward-looking statements with respect to the financial condition, results of operations and business of Banknorth upon consummation of the acquisitions of Andover and MetroWest, including statements relating to: (a) the estimated cost savings and accretion to reported earnings that will be realized from the acquisitions; (b) the estimated impact on revenues of the acquisitions, and (c) the restructuring charges expected to be incurred in connection with the acquisitions. These forward-looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following possibilities: (1) estimated cost savings from the acquisitions cannot be fully realized within the expected time frame; (2) revenues following the acquisitions are lower than expected; (3) competitive pressure among depository institutions increases significantly; (4) costs or difficulties related to the integration of the businesses of Banknorth and Andover and/or MetroWest are greater than expected; (5) changes in the interest rate environment reduce interest margins; (6) general economic conditions, either nationally or in the markets in which Banknorth will be doing business, are less favorable than expected; or (7) legislation or changes in regulatory requirements adversely affect the businesses in which Banknorth would be engaged. Banknorth and Andover will be filing relevant documents concerning the merger with the Securities and Exchange Commission including a registration statement on Form S-4 containing a prospectus/proxy statement. WE URGE INVESTORS TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain these documents free of charge at the SEC's website, www.sec.gov. In addition, documents filed with the SEC by Banknorth will be available free of charge from the Secretary of Banknorth (Carol L. Mitchell, Secretary, Banknorth Group, Inc., Two Portland Square, P.O. Box 9540, Portland, Maine 04112-9540, telephone (207) 761-8500), and documents filed with the SEC by Andover will be available free of charge from the Secretary of Andover (Cynthia J. Milne, Secretary, Andover Bancorp, Inc., 61 Main Street, Andover, Massachusetts 01810, telephone (978) 749-2000). The directors and executive officers of Andover may be deemed to be participants in the solicitation of proxies to approve the merger. Information about the directors and executive officers of Andover and ownership of Andover common stock is set forth in Andover's proxy statement as filed with the SEC on March 19, 2001. Additional information about the interests of those participants may be obtained from reading the definitive prospectus/proxy statement regarding the proposed acquisition when it becomes available. ANDOVER INVESTORS SHOULD READ THE PROSPECTUS/PROXY STATEMENT AND OTHER DOCUMENTS TO BE FILED WITH THE SEC CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER. MetroWest will be filing relevant documents concerning the acquisition with the Federal Deposit Insurance Corporation including a proxy statement. WE URGE INVESTORS TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain these documents from the offices of the FDIC located at 250 E Street, S.W., Washington, D.C. 20219, telephone (800) 945-2186. The FDIC also maintains a website at www.fdic.gov. In addition, documents filed with the FDIC by MetroWest will be available free of charge from MetroWest (Brian Manning, Chief Financial Officer, MetroWest Bank, 15 Park Street, Framingham, Massachusetts 01701-9111, telephone (508) 620-0300). The directors and executive officers of MetroWest may be deemed to be participants in the solicitation of proxies to approve the acquisition. Information about the directors and executive officers of MetroWest and ownership of MetroWest common stock is set forth in MetroWest's proxy statement as filed with the FDIC on March 19, 2001. Additional information about the interests of those participants may be obtained from reading the definitive proxy statement regarding the proposed acquisition when it becomes available. MetroWest INVESTORS SHOULD READ THE PROXY STATEMENT AND OTHER DOCUMENTS TO BE FILED WITH THE FDIC CAREFULLY BEFORE MAKING A DECISION CONCERNING THE ACQUISITION. 5 Banknorth Group, Inc. announces the acquisition of: Andover Bancorp, Inc. and MetroWest Bank Significantly Expanding its Massachusetts Franchise June 11, 2001 6 Note on Forward Looking Information This presentation contains forward looking information for Banknorth Group, Inc. on a stand alone basis and a pro forma combined basis. Actual results may vary materially from the forward looking statements. Factors which could result in material variations from forward looking statements include, but are not limited to: changes in interest rates which could affect net interest margins and net interest income; delays in cost savings measures or a failure to realize anticipated cost savings; competitive factors which could affect non interest income, costs of deposits, and interest income; and general economic conditions which could negatively affect the volume of loan originations, the amount of loan losses and levels of non interest income. 2 7 A Great Step Forward Compelling strategic fit: Quality institutions with solid earnings Strongest demographics in Massachusetts High asset quality and strong core deposit bases Substantial opportunity to expand Andover's and MetroWest's market penetration by applying Banknorth's broader array of products. Satisfies investment criteria - "new" GAPP EPS and cash basis EPS accretive in 2002. Strong asset quality does not add credit risk. Andover and MetroWest are exactly the types of acquisitions that we have consistently and successfully executed throughout out history. 3 8 Low Risk Transactions These transaction pose very low risk. Fit within our long term strategic plan. Fit within our Massachusetts footprint. Both franchises are well-known to Banknorth and we have been following them for several years. Management and the boards are well-known to Banknorth management We view both banks as "clean" and straightforward, with consistent and familiar business lines. Small banks that are profitable and have solid asset quality. Straightforward, low risk integration Manageable sized deals Experienced Banknorth integration team 4 9 Transaction Overview - Building on a Winning Strategy Financial data as of 3/31/01 Consistent with Banknorth's acquisition philosophy of targeting high quality banks and thrifts in complementary markets. Andover MetroWest Assets $1,799 $914 Loans 1,363 581 Deposits 1,254 705 Branches 15 17 Returns on Assets 1.17% 1.16% Return on Equity 13.4% 16.5% Net Interest Margin 3.56% 4.21% Efficiency Ratio 48.6% 57.9% Fee Revenue / Total Revenue 6.4% 9.9% NPAs / Loans + OREO 0.15% 0.08% Loan Loss Reserve / Loans 1.11% 1.52% 5 10 Transaction Overview - Building on a Winning Strategy Financial data as of 3/31/01 Expands Eastern Massachusetts footprint. Middlesex and Essex Counties are among the most attractive banking markets in Massachusetts. Banknorth's geography continues to improve. FirstMass* Banknorth* FirstMass.* Contribution ---------- ----------- ------------ Assets $20,919 $8,953 43% Loans 12,702 5,563 44% Deposits 14,141 5,541 39% *Pro forma for the acquisition of Andover and MetroWest 6 11 Transaction Overview - Building on a Winning Strategy Provides significant cross-sell opportunities from the addition of Banknorth's broad array of products: Trust and investments Internet banking Insurance sales Commercial business lending Asset based lending and leasing services Small business lending Cash management Consumer lending Merchant credit card processing Conservative cost savings assumptions of 25% of both Andover's and MetroWest's operating expenses. Accretive to "new" GAAP and cash earnings per share with conservative assumption of NO benefit from revenue enhancements. Internal rates of return from each transaction in excess of 20% Very low execution risk 7 12 Andover Bancorp, Inc. Transaction Summary Price Per Share: $48.10 per ANDB share* Transaction Value: $333 million* Consideration: 100% common stock, fixed exchange ratio of 2.27 BKNG shares for each ANDB share Accounting / Tax Treatment: Purchase accounting / tax free exchange BKNG Lock-up Option 19.9% priced at market Walkaway: Double trigger walk away * Based on BKNG's price of $21.19 on June 8, 2001 8 13 MetroWest Bank Transaction Summary Price Per Share: $11.50 per MWBX share Transaction Value: $166 million Consideration: 100% Cash Accounting: Purchase accounting BKNG Lock-up Option: 19.9% priced at market 9 14 Transaction Multiples Andover MetroWest Price Per Share (1): $48.10 $ 11.50 Premium to Market (1): 26% 18% Price / Stated 3/31/01 Book Value Per Share: 201% 263% Price / 3/31/01 Tangible Book Value Per Share: 212% 263% Price / 2001 Estimated Earnings Per Share (2): 15.2x 15.5x Price / 2002 Estimated Earnings Per Share (2): 14.0x 14.4x Ownership: 10.2% NA (1) Based on June 8, 2001 closing prices of $21.19, $38.22, and $9.75 for BKNG, ANDB, and MWBX respectively (2) Based on I/B/E/S consolidated earnings estimates 10 15 Transaction Timetable Expected Shareholder Approvals (1): Q3 - 2001 Expected Closing: Q4 - 2001 Expected Systems Conversion: Q1 - 2002 (1) Shareholder approval required for Andover and MetroWest, Banknorth does not require shareholder approval 11 16 Building the Dominant Community Banking Franchise in Mass. Significantly increases Banknorth's Massachusetts market share Number 5 rank in Boston MSA Extends branch distribution system within the attractive I-495 loop around Boston. Franchise Map 12 17 Building the Dominant Community Banking Franchise in Mass. Franchise Map 13 18 Market Characteristics With 5.9 million residents, the Boston Metropolitan Statistical Area ("MSA") is the nation's 4th largest MSA based on population. The demographics of the markets covered by Andover and MetroWest are very attractive: 2000 Median Household Income Graph 2000 - 2005 Population Growth Rate % Graph 14 19 Enchanced Presence in Desirable Markets
Pro Forma Existing Pro Forma Rank Deposits (a) Branches Market Share (a) Rank Massachusetts 6 $4,866,471 114 3.63% 5 Rockingham County, NH 1 856, 764 26 28.06 1 Essex County, MA 7 1,425,038 23 13.34 2 Worcester County, MA 3 843,175 26 11.71 3 Middlesex County, MA 19 966,434 21 3.77 7 Norfolk County, MA NA 59, 716 2 0.53 33
(a) SNL Branch Migration DataSource 15 20 Summary Financial Overview Financial Data as of 3/31/01
Banknorth Pro Forma* Banknorth Andover MetroWest 3/01 Est. 12/01 Assets $ 18,252 $1,799 $ 914 $ 20,919 $21,756 Loans 10,758 1,363 581 12,702 13,210 Loan Loss Reserves 154 15 9 178 185 Intangibles 180 9 0 486 470 Deposits 12,181 1,254 705 14,141 14,565 Common Equity 1,361 160 63 1,527 1,686 Book Value Per Share $9.82 $10.43 $11.51 Tangible Book Value Per Share $8.52 $7.11 $8.31 Leverage Ratio 7.07% 5.56% 6.17% Tier 1 Risk Based Capital Ratio 10.27% 7.94% 8.85% Total Risk Based Capital Ratio 11.52% 10.60% 11.41%
*Based on purchase related assumptions, $200 million in newly raised tier 2 capital and $28.0 in after-tax merger related charges. Additionally, purchase accounting adjustments will be made at closing. 16 21 Diversified Loan Portfolio Financial data as of 3/31/01
Loans Banknorth % of Andover % of Metro % of Banknorth % of Group Total Bancorp Total West Bank Total Pro Forma Total Residential Real Estate $ 2,140,142 20% $ 817,575 60% $114,307 20% $ 3,072,024 24% Commercial Real Estate (1) 2,935,949 27% 374,314 27% 343,400 59% 3,653,663 29% Consumer 3,373,255 31% 88,406 6% 63,100 11% 3,524,761 28% Commercial Loans & Leases 2,309,017 21% 82,626 6% 60,000 10% 2,451,643 19% ----------- ---------- -------- ----------- $10,758,363 $1,362,921 $580,807 $12,702,091 =========== ========== ======== ===========
(1) Includes construction and land 17 22 Complementary Deposit Mix Financial data as of 3/31/01
Deposits Banknorth % of Andover % of Metro % of Banknorth % of Group Total Bancorp Total West Bank Total Pro Forma Total Demand $ 2,031,478 17% $ 147,556 12% $ 81,500 12% $ 2,260,534 16% Regular Savings 1,420,072 12% 261,272 21% 83,800 12% 1,765,144 12% NOW & Money Market 4,081,659 34% 274,918 22% 262,200 37% 4,618,777 33% Certificates of Deposit 4,481,266 37% 525,576 42% 277,823 39% 5,284,665 37% Brokered Deposits 166,998 1% 45,000 4% 0 0% 211,998 1% ----------- ---------- -------- ----------- $12,181,473 $1,254,322 $705,323 $14,141,118 =========== ========== ======== =========== Net Interest Margin 3.84% 3.56% 4.21% 3.84%
18 23 Strong Asset Quality Financial data as of 3/31/01
Asset Quality Banknorth Andover MetroWest Banknorth Group Bancorp Bank Pro Forma Gross Loans $10,758,363 $1,362,921 $580,807 $12,702,091 Reserves 153,621 15,080 8,817 177,518 Nonperforming Loans 61,624 2,007 485 64,116 Other Real Estate Owned 6,245 30 0 6,275 ----------- ---------- -------- ----------- Total Nonperforming Assets 67,869 2,037 485 70,391 =========== ========== ======== ===========
- -------------------------------------------------------------------------------- Asset Quality Ratios: Reserves / Loans (%) 1.43 1.11 1.52 1.40 Reserves / NPLs (%) 249 751 1,818 277 NPA / Loans + OREO (%) 0.63 0.15 0.08 0.55 19 24 Solid Earnings Accretion - Cash 2002 Banknorth Cash Earnings (a) 284.8 Andover Cash Earnings (a) 24.3 MetroWest Cash Earnings (a) 11.5 Cost Savings (b) 8.3 Financing Costs (c) (14.9) ------------ Pro Forma Cash Earnings 314.0 Fully Diluted Shares Outstanding 138.3 Shares Issued (c) 7.8 Pro Forma Shares Outstanding 146.2 Pro Forma Cash Earnings Per Share $2.15 Stand Alone Cash Earnings Per Share $2.06 Accretion 4.3% Pro Forma Cash Return on Average Tangible Assets 1.43% Pro Forma Cash Return on Average Tangible Equity 23.6% (a) Based on I/B/E/S consensus estimates (b) Based on 25% cost savings for both Andover and MetroWest (c) Includes opportunity cost to repurchase 50% of the BKNG shares issued in ANDB transaction and cost of cash issued in MetroWest transaction 20 25 Solid Earnings Accretion - "New" GAAP 2002 Pro Forma Cash Earnings 314.0 Existing Core Deposit Intangible Amortization (2.6) Incremental Core Deposit Intangible Amortization * (9.2) -------------- Pro Forma "New" GAAP Earnings 302.2 Banknorth Cash Earnings 284.8 Existing Core Deposit Intangible Amortization (2.6) -------------- Stand Alone "New" GAAP Earnings 282.2 Pro Forma "New" GAAP Earnings Per Share $2.07 Stand Alone "New" GAAP Earnings Per Share $2.04 Accretion 1.3% Pro Forma Return on Average Assets 1.35% Pro Forma Return on Average Equity 16.8% *Based on core deposit intangibles of 4.5% and 10 year sum-of-the-year's digits amortization 21 26 Summary Solid, profitable franchises with sound asset quality. Great strategic fit and geographic enhancement. Consistent with our strategy of pursuing in market or contiguous acquisitions of high quality companies. Very low execution risk and conservative cost savings projections. Attractive cross sell opportunities. Solid earnings accretion. 22 -----END PRIVACY-ENHANCED MESSAGE-----