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The parent companies of New York-based NBT Bank and Connecticut-based Salisbury Bank, which both have branches in Berkshire County, have agreed to merge.
Norwich, New York-based NBT Bancorp Inc. plans to acquire Lakeville, Connecticut-based Salisbury Bancorp Inc. in an all-stock deal valued at approximately $204 million, the banks said in a statement today.
The deal, which has been unanimously approved by both boards of directors, is expected to close in the second quarter of 2023. The transaction is subject to customary closing conditions, including regulatory approvals and approval by Salisbury’s shareholders. Both banks trade on the Nasdaq Stock Market.
The $1.51 billion-asset Salisbury had $1.33 billion in deposits and net loans of $1.18 billion as of Sept. 30, 2022. The Connecticut-chartered commercial bank has 14 branches in Northwest Connecticut, the Hudson Valley region of New York, and the Berkshire County towns of Great Barrington, Sheffield, and South Egremont.
NBT Bank, which has a national charter, had about $11.5 billion in total assets, $10 billion in deposits and $7.9 billion in loans. NBT has about 140 offices in New York, Pennsylvania, Vermont, New Hampshire, Connecticut, Maine and Berkshire County. Along with two branches in Pittsfield, NBT has branches in Lee, North Adams and Great Barrington. The Great Barrington location is about a mile from Salisbury’s branch.
Salisbury Bank branches will become NBT Bank locations after the merger, the statement said, and NBT plans to establish a regional operations center in Lakeville, Connecticut, near the Massachusetts border. NBT had entered the Connecticut market in 2019 and opened its first two branches in the Hartford area in 2021.
“We are very excited to partner with Salisbury and to extend our footprint into their attractive and complementary markets,” NBT President and CEO John H. Watt Jr. said in the statement. “Importantly, the organizational values upheld by the Salisbury team align very well with those of NBT. We look forward to welcoming these dedicated financial professionals to NBT and growing our combined company together.”
Watt added that Richard Cantele Jr., Salisbury’s president and CEO, would become a member of NBT’s executive management team. One director from Salisbury will be added to NBT’s board when the transaction closes, the statement said.
“Salisbury has an impressive history of service to their customers, communities and shareholders, and we are honored to have the opportunity to build on these relationships,” Watt said.
NBT said it would maintain charitable support following the merger in Salisbury’s markets. NBT also plans to contribute $500,000 “in incremental support to demonstrate the company’s ongoing commitment to these markets,” the statement said.
“We are proud to become part of a long-standing, high-performing franchise like NBT Bank,” Cantele said in the statement. “We believe this combination will create significant value for Salisbury shareholders, both immediately and longer term. Furthermore, we are confident the operating philosophies shared by NBT and Salisbury will ensure that our customers continue to receive high-quality service from people they know and trust. NBT has been consistently recognized for superior customer satisfaction and offers comprehensive omni-channel solutions. Through the partnership between Salisbury and NBT, our customers will gain access to an expanded set of products, services and capabilities.”
The merger agreement calls for each outstanding share of Salisbury common stock to be converted into the right to receive 0.7450 shares of NBT common stock, at a value of $35 per Salisbury share based on NBT’s volume-weighted average closing stock price of $46.98 for the 10-day trading period ending on Nov. 29, the statement said.
NBT said the transaction would to be approximately 9.8 percent accretive to first full-year proforma GAAP earnings per share after the transaction closes.
