NBT Bancorp Inc. (NasdaqGS:NBTB) delivered a non-binding letter of intent to acquire Salisbury Bancorp, Inc. (NasdaqCM:SAL) from FJ Capital Management, LLC and others on September 27, 2022. NBT Bancorp Inc. (NasdaqGS:NBTB) entered into a definitive agreement to acquire Salisbury Bancorp, Inc. (NasdaqCM:SAL) from FJ Capital Management, LLC and others for approximately $200 million on December 5, 2022. Under the terms of the merger agreement, each outstanding share of Salisbury common stock will be converted into the right to receive 0.7450 shares of NBT common stock upon completion of the merger. As a part of agreement, consideration will be all stock, and we expect there will be 5.827 million Salisbury shares, which will be exchangeable. The deal value calculates to approximately $204 million, utilizing a level of $35 per Salisbury share and a 10-day volume weighted average price of $46.98 per NBT share. As such, we expect to issue 4.341 million additional NBT shares at closing. Salisbury will pay a termination fee of $8 million to NBT, in case Salisbury terminates the transaction. The name of the surviving corporation shall be ?NBT Bancorp Inc.? and the name of the surviving bank shall be ?NBT, Bank N.A.? Following the completion of the merger, Salisbury Bank and Trust offices will become NBT Bank, N.A. locations. NBT intends to establish a regional operations center in Lakeville, CT. As a part of transaction, all customer-facing Salisbury team members will join NBT team. The merger agreement also provides for one director from Salisbury to be added to the Board of Directors of NBT at closing. Following the Merger, Richard J. Cantele, currently the President and Chief Executive Officer of Salisbury, will be employed as an officer of NBT.

The transaction is subject to receipt of regulatory approvals, approval by the shareholders of Salisbury, merger registration statement shall have been declared effective by the SEC, shares of NBT stock issuable pursuant to this agreement shall have been approved for listing on NASDAQ. The transaction has been approved unanimously by the Boards of Directors of both NBT and Salisbury. NBT entered into voting agreements with each of the directors and certain of the executive officers of Salisbury, pursuant to which such shareholders agreed to vote their shares of Salisbury in favor of the merger. On February 28, 2023, the Registration Statement was declared effective by the SEC. At the special meeting of shareholders of Salisbury held on April 12, 2023, shareholders approved the transaction. Completion of the merger is subject to receipt of regulatory approval and the satisfaction of the remaining customary closing conditions contained in the merger agreement. The transaction is expected to close in the second quarter of 2023. As per filling on July 10, 2023, NBT Bancorp Inc. announced that it has received regulatory approval to complete the proposed merger of Salisbury Bancorp, Inc. with and into NBT and Salisbury Bank and Trust Company with and into NBT Bank, National Association. NBT expects the transaction to be approximately 9.8% accretive to first full year proforma GAAP earnings per share after close and 4.9% per share accretive to cash earnings excluding the impact of purchase accounting adjustments, including fair value marks to securities and loans and the establishment of a core deposit intangible asset. The merger is expected to close on August 11, 2023.

Piper Sandler & Co. acted as financial advisor and Richard A. Schaberg and Les Reese of Hogan Lovells US LLP acted as legal advisor to NBT. Janney Montgomery Scott LLC acted as the financial advisor and Jennifer DiBella of Updike, Kelly & Spellacy, P.C. acted as legal advisor to Salisbury. Janney Montgomery Scott LLC acted as fairness opinion provider to Salisbury Board. Piper Sandler & Co. acted as Fairness Opinion Provider to NBT Bancorp Inc. Morrow & Co., LLC acted as information agent with a service fee of $8,000 to Salisbury. American Stock Transfer & Trust Company, LLC acted as exchange agent to NBT. Piper Sandler & Co. and Hogan Lovells US LLP acted as due diligence providers to NBT.

NBT Bancorp Inc. (NasdaqGS:NBTB) acquired Salisbury Bancorp, Inc. (NasdaqCM:SAL) from FJ Capital Management, LLC and others on August 11, 2023. At the Effective Time, each holder of a certificate or book-entry share representing any shares of Salisbury common stock ceased to have any rights with respect thereto, except the right to receive the consideration. At the Effective Time, in accordance with the terms of the Merger Agreement, Salisbury?s directors and executive officers ceased serving in such capacities. Salisbury ceased to exist, and the Certificate of Incorporation and the Bylaws of Salisbury ceased to be in effect by operation of law.