Camden National Corporation and Northway Financial, Inc. to Merge

PR Newswire

CAMDEN, Maine and NORTH CONWAY, N.H., Sept. 10, 2024

Positions Camden National as a Premier Northern New England Bank

CAMDEN, Maine and NORTH CONWAY, N.H., Sept. 10, 2024 /PRNewswire/ -- Camden National Corporation ("Camden National") $(CAC)$, the bank holding company for Camden National Bank, and Northway Financial, Inc. ("Northway") (OTCQB: NWYF), the parent company of Northway Bank, announced today that they have entered into a definitive agreement under which Camden National will acquire Northway in an all-stock transaction valued at approximately $86.6 million.

The transaction presents a unique opportunity to combine two high-quality and culturally aligned franchises with adjacent geographies, creating a premier publicly traded northern New England bank. The combined company will have 74 branches serving attractive markets throughout a contiguous footprint in New Hampshire and Maine, with approximately $7.0 billion in assets, $5.1 billion in loans, $5.5 billion in deposits, and $2.0 billion of Assets Under Administration $(AUA.AU)$. The combined company will operate under the Camden National Bank name.

"Camden National and Northway share a similar culture, consistent credit and risk profiles, and deep commitment to the communities we serve," said Simon Griffiths, president and chief executive officer of Camden National. "This union will increase our size and scale, and bolster our presence in New Hampshire, which we believe will drive profitability and shareholder value. Our customers, employees, and communities will significantly benefit from broader product offerings, higher lending limits, and an enhanced customer experience."

"We are excited to announce this strategic combination with Camden National. The ability to have two organizations with similar missions come together positions us well in a significantly competitive market; particularly with an improved ability to allocate capital in more ways than we could on our own. Combined, we strengthen our foundations of a forward-thinking approach to community banking while best serving clients with whom we have built strong relationships over the years." said William Woodward, president, chief executive officer and chairman of Northway Financial. "With shared histories and community commitment, this alliance doesn't just extend our influence; it drives significant operational enhancements and strategically positions us for future growth for years to come."

Subject to the terms of the definitive agreement, which both boards have unanimously approved, Northway shareholders will receive 0.83 shares of Camden National common stock for each outstanding share of Northway common stock. Based on Camden National's closing stock price of $37.90 on September 9, 2024, the transaction is valued at approximately $86.6 million or $31.46 per share of Northway common stock. Following the completion of the transaction, one Northway director will join the boards of directors of both Camden National and Camden National Bank upon the completion of the transaction.

Griffiths continued, "The merger will build upon our existing presence in New Hampshire and provide the opportunity to leverage our significant technology investments and advice capabilities across an expanded customer base. Together, we will be able to unlock meaningful growth opportunities and create additional capacity for further strategic technology investments to deliver an enhanced offering for customers. I am excited to work with Northway's impressive team to build upon both of our successful community banking franchises."

As of June 30, 2024, Northway had approximately $1.3 billion of total assets, $0.9 billion of total loans, and $1.0 billion of deposits.

Financially Compelling Transaction

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. Following the completion of the merger, Camden National's capital ratios are expected to remain significantly above "well-capitalized" thresholds, with the pro forma company well-positioned for future growth.

The merger is expected to be completed during the first quarter of 2025, subject to certain customary conditions, including the receipt of required regulatory approvals and approval by Northway shareholders.

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, which will continue to trade on Nasdaq under the "CAC" stock ticker symbol.

Advisors

Raymond James & Associates, Inc. is serving as the exclusive financial advisor and rendered a fairness opinion to the Board of Directors of Camden National. Sullivan & Cromwell LLP is serving as legal counsel to Camden National in the transaction. Performance Trust Capital Partners LLC is serving as the exclusive financial advisor to Northway and rendered a fairness opinion to the Board of Directors of Northway. Goodwin Procter LLP is serving as legal counsel to Northway in the transaction.

Conference Call

Camden National Corporation will host a conference call to discuss the transaction at 1:00 p.m. Eastern Time today. Parties interested in listening to the teleconference should dial into the call or connect to the webcast link 10 -- 15 minutes before it begins. Dial-in and webcast information to participate is as follows:

Live Dial-In (United States): (833) 470-1428

Global Dial-In Numbers: https://www.netroadshow.com/conferencing/global-numbers?confId=70836

Participant access code: 479927

Live Webcast URL: https://events.q4inc.com/attendee/862569267

A link to the live webcast will be available on Camden National Corporation's website at CamdenNationalCorporation.com prior to the meeting. The conference call's transcript and replay will also be available on Camden National's website following the conference call.

About Camden National Corporation

Camden National Corporation (NASDAQ: CAC) is Northern New England's largest publicly traded bank holding company, with $5.7 billion in assets. Founded in 1875, Camden National Bank has 57 branches in Maine and New Hampshire, is a full-service community bank offering the latest digital banking, complemented by award-winning, personalized service. Additional information is available at CamdenNational.bank. Member FDIC. Equal Housing Lender.

Comprehensive wealth management, investment, and financial planning services are delivered by Camden National Wealth Management.

About Northway Financial, Inc.

Northway Financial, Inc., headquartered in North Conway, New Hampshire, is a bank holding company and parent company of Northway Bank. Through Northway Bank, Northway offers a broad range of financial products and services to individuals, businesses, and the public sector from its 17 branches and its loan production offices located in North Conway, Laconia, Bedford, Concord, and Portsmouth, New Hampshire. Additional information is available at Northwaybank.com.

Forward-Looking Statements

This press release may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements about Camden National's beliefs, plans, strategies, predictions, forecasts, objectives, intentions, assumptions or expectations are not historical facts and may be forward-looking. These include, but are not limited to, statements regarding the proposed transaction, revenues, earnings, loan production, asset quality, and capital levels, among other matters; Camden National's estimates of future costs and benefits of the actions it may take; Camden National's assessments of probable losses on loans; Camden National's assessments of interest rate and other market risks; Camden National's ability to achieve its financial and other strategic goals; the expected timing of completion of the proposed transaction; the expected cost savings, synergies and other anticipated benefits from the proposed transaction; and other statements that are not historical facts.

Forward-looking statements are often, but not always, identified by such words as "believe," "expect," "anticipate," "can," "could," "may," "predict," "potential," "intend," "outlook," "estimate," "forecast," "project," "should," "will," and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which may change over time.

Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in such forward-looking statements as a result of a variety of factors, many of which are beyond the control of Camden National and Northway. Such statements are based upon the current beliefs and expectations of the management of Camden National and are subject to significant risks and uncertainties outside of the control of the parties. Caution should be exercised against placing undue reliance on forward-looking statements. The factors that could cause actual results to differ materially include the following: the reaction to the transaction of the companies' customers, employees and counterparties; customer disintermediation; inflation; expected synergies, cost savings and other financial benefits of the proposed transaction might not be realized within the expected timeframes or might be less than projected; the requisite stockholder and regulatory approvals for the proposed transaction might not be obtained; credit and interest rate risks associated with Camden National's and Northway's respective businesses, customers, borrowings, repayment, investment, and deposit practices; general economic conditions, either nationally or in the market areas in which Camden National and Northway operate or anticipate doing business, are less favorable than expected; new regulatory or legal requirements or obligations; and

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