공시 • Jan 03
Camden National Corporation (NasdaqGS:CAC) completed the acquisition of Northway Financial, Inc.
Camden National Corporation (NasdaqGS:CAC) entered into a definitive agreement to acquire Northway Financial, Inc. (OTCPK:NWYF) for approximately $86.6 million on September 9, 2024. Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $1.00 per share, of Northway (“Northway Common Stock”) outstanding immediately prior to the Effective Time, other than certain shares held by Northway, will be converted into the right to receive 0.83 shares (the “Exchange Ratio”) of common stock, no par value per share, of Camden (“Camden Common Stock”). Immediately following the Merger, Camden National Bank, a national banking association and a wholly-owned subsidiary of Camden (“Camden Bank”), and Northway Bank, a New Hampshire state-chartered bank and a wholly-owned subsidiary of Northway, will merge (the “Bank Merger”), with Camden Bank as the surviving bank in the Bank Merger. Upon completion of the transaction, Camden National shareholders will own approximately 86% of the combined company and Northway’s shareholders will own approximately 14% of the combined company. The Merger Agreement provides certain termination rights for both Camden and Northway and further provides that a termination fee of approximately $3.192530 million will be payable by Northway, upon termination of the Merger Agreement under certain circumstances. At the Effective Time, it is expected that one member of Northway’s current Board of Directors will be appointed to the respective Boards of Directors of Camden and Camden Bank.
The completion of the Merger is subject to customary conditions, including (i) adoption of the Merger Agreement by Northway shareholders, (ii) receipt of required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency and the New Hampshire Department of Banking, without the imposition of any condition or restriction that would reasonably be expected to have a material adverse effect on the future operation by Camden and its subsidiaries of their business, taken as a whole, after giving effect to the Merger and the Bank Merger, (iii) the absence of any order, decree, injunction or other legal restraint enjoining, prohibiting or materially restricting the completion of the Merger, the Bank Merger or any of the other transactions contemplated by the Merger Agreement or making the completion of the Merger, the Bank Merger or any of the other transactions contemplated by the Merger Agreement illegal, (iv) effectiveness of the registration statement on Form S-4 for the Camden Common Stock, no stop order suspending the effectiveness of the registration statement, and no proceedings for that purpose initiated or threatened by the Securities and Exchange Commission (“SEC”) or any other governmental authority, and (v) authorization for listing on the NASDAQ Stock Market LLC of the shares of Camden Common Stock to be issued in the Merger. Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including (a) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (b) performance in all material respects by the other party of its obligations under the Merger Agreement and (c) receipt by such party of an opinion from its counsel to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. The Merger Agreement and the transactions contemplated thereby were unanimously approved and adopted by the board of directors of each of Camden and Northway. On a combined basis, the merger is expected to be approximately 19.9% accretive to Camden National’s 2025 earnings per share and 32.7% accretive to Camden National’s 2026 earnings per share. The merger is expected to be completed during the first quarter of 2025. On December 17, 2024, Northway shareholders approved all matters in support of the merger. As of December 20, 2024, the transaction has received all the necessary regulatory approvals. The transaction is expected to close on or about January 2, 2025.
Lorenzo Zefferino of Performance Trust Capital Partners, LLC acted as financial advisor and rendered a fairness opinion to the Board of Directors and Samantha M. Kirby of Goodwin Procter LLP acted as legal counsel for Northway. Performance Trust will receive a fee for such services in an amount equal to 1.125% of the total consideration of the transaction, which fee is contingent upon the closing of the merger (except as noted below). At the time of announcement of the transaction Performance Trust’s fee was approximately $971 thousand. Performance Trust also received a $150 thousand fee from Northway upon rendering its opinion. H. Rodgin Cohen and Jared M. Fishman of Sullivan & Cromwell LLP acted as legal counsel for Camden. Bob Hutchinson, Andrew Stager, Calvin Chau of Raymond James & Associates, Inc. is serving as the exclusive financial advisor and rendered a fairness opinion to the Board of Directors of Camden National. Alliance Advisors, LLC acted as proxy solicitor to Northway. Northway will pay approximately $20,000, plus expenses, for these services.
Camden National Corporation (NasdaqGS:CAC) completed the acquisition of Northway Financial, Inc. on January 2, 2025.