NBT Bancorp Inc. entered into a definitive agreement to acquire Salisbury Bancorp, Inc. from FJ Capital Management, LLC and others for approximately $200 million.
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. 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.
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.