31.10.2007 14:24:00
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Chittenden Corporation Completes Acquisition of Community Bank & Trust Company
Chittenden Corporation (NYSE: CHZ) announced today that it has completed
its acquisition of Community Bank & Trust Company, a $399 million trust
company headquartered in Wolfeboro, New Hampshire. In connection with
the acquisition, Chittenden issued an aggregate of approximately 3.1
million shares of Chittenden common stock and paid approximately $30.9
million in cash for all outstanding shares of Community Bank.
In announcing the completion of the acquisition, Paul A. Perrault,
Chittenden’s Chairman, President and Chief
Executive Officer, said, "We are delighted to
welcome Community Bank’s customers and
employees into Ocean Bank, one of Chittenden’s
family of banks. Their legacy of superb customer service will fit nicely
into our culture, and result in great opportunities for them both.”
Peter Alden, President and Chief Executive Officer of Community Bank,
commented, "This transaction benefits our
stockholders and customers, and we look forward to the opportunity to
offer our customers expanded banking products and services as a result
of our merger with Ocean.”
Community Bank had total consolidated assets of approximately $399
million and shareholders’ equity of
approximately $44 million at September 30, 2007. Community Bank operates
six full-service banking offices, two satellite offices, and one loan
production office throughout New Hampshire.
The following information was submitted by Computershare Trust Company,
N.A., the exchange agent, regarding the results of merger consideration
elections:
The holders of approximately 3,381,094 shares of Community Bank common
stock elected to exchange their shares for shares of Chittenden common
stock;
The holders of approximately 70,531 shares of Community Bank common
stock elected to receive cash in exchange for their Community Bank
shares; and
The holders of approximately 255,788 shares of Community Bank common
stock failed to make a valid election.
Based on the election results, both Community Bank shareholders making
an effective election to receive cash and non-electing shareholders will
receive 100% of their merger consideration in cash (at the rate of
$33.37 per share of Community Bank common stock). As a result of
pro-ration, Community Bank shareholders making an effective election to
receive stock will receive approximately 82.2% of their merger
consideration in shares of Chittenden common stock (at the exchange rate
of 1.1293 shares of Chittenden common stock for each share of Community
Bank common stock) and 17.8% of their merger consideration in cash.
Former Community Bank shareholders who have questions regarding the
receipt of their merger consideration should contact Computershare Trust
Company, N.A. at 1- 800-546-5141.
Chittenden is a bank holding company headquartered in Burlington,
Vermont. Through its subsidiary banks1,
Chittenden offers a broad range of financial products and services to
customers throughout Northern New England, Massachusetts and
Connecticut, including deposit accounts and services; commercial and
consumer loans; insurance; and investment and trust services to
businesses, individuals, and the public sector. Chittenden’s
news releases, including earnings announcements, are available on its
website at www.chittendencorp.com.
Forward-Looking Statements
This press release 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. These forward-looking statements are intended to be covered by the
safe harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995, and this statement is
included for purposes of complying with these safe harbor provisions.
These forward-looking statements are based on current plans and
expectations, which are subject to a number of risk factors and
uncertainties that could cause future results to differ materially from
historical performance or future expectations. These differences may be
the result of various factors, including, among others: (1) costs or
difficulties related to the integration of the businesses following the
merger; (2) changes in general, national or regional economic
conditions; (3) changes in loan default and charge-off rates; (4)
reductions in deposit levels necessitating increased borrowings to fund
loans and investments; (5) changes in interest rates; (6) changes in
levels of income and expense in noninterest income and expense related
activities; (7) competition; (8) failure of the parties to satisfy the
closing conditions for the People’s United
Financial/Chittenden merger in a timely manner or at all; and (9)
disruptions to Chittenden’s business as a
result of the announcement and pendency of the People’s
United Financial/Chittenden merger.
For further information on these risk factors and uncertainties, please
see Chittenden’s filings with the Securities
and Exchange Commission, including Chittenden’s
Annual Report on Form 10-K for the year ended December 31, 2006.
Chittenden undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or other changes.
1 Chittenden’s
subsidiaries are Chittenden Trust Company, The Bank of Western
Massachusetts, Flagship Bank and Trust Company, Maine Bank & Trust
Company, Ocean Bank and Merrill Merchants Bank. Chittenden Trust Company
also operates under the names Chittenden Bank, Chittenden Services
Group, Chittenden Mortgage Services and Chittenden Commercial Finance,
and it owns Chittenden Insurance Group, LLC and Chittenden Securities,
LLC.
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