NORWICH, N.Y. — NBT Bancorp, Inc. (NASDAQ: NBTB) announced Monday that it has agreed to acquire Salisbury Bancorp, Inc. (NASDAQ: SAL), of Connecticut, in an equity transaction valued at $204 million.
The two banking companies expect the acquisition to close at the end of the second quarter of 2023. The 100-percent stock deal still needs the required regulatory approvals, as well as shareholder consent. Both boards of directors have approved it.
“We are very excited to partner with Salisbury and to extend our footprint into their attractive and complimentary markets,” NBT President/CEO John H. Watt, Jr. said in a news release. “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. We are also pleased that Rick Cantele (Richard J. Cantele, Jr.), Salisbury’s president and CEO, will become a member of NBT’s executive-management team.”
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Upon completion of the acquisition, Salisbury Bank and Trust branches will become NBT Bank, N.A. offices. NBT plans to establish a regional operations center in Lakeville, Connecticut. Additionally, one director from Salisbury will be added to the board of NBT at closing.
Headquartered in Lakeville, Salisbury had assets of $1.51 billion, deposits of $1.33 billion, and net loans of $1.18 billion, as of Sept. 30. Its Salisbury Bank and Trust Company subsidiary operates 14 branches in northwestern Connecticut, the Hudson Valley region of New York, and southwestern Massachusetts.
According to a presentation during a Dec. 5 webcast for investors, the acquisition advances NBT’s New England growth strategy by adding scale to the company’s presence in Connecticut and western Massachusetts. Expanding into the Hudson Valley region further extends NBT’s coverage of the upstate New York chip corridor and bridges the company’s gap between its Southern Tier home base and the Berkshires in New England. NBT currently operates 140 branches in New York, Pennsylvania, Vermont, Massachusetts, New Hampshire, Maine, and Connecticut.
Under the terms of the agreement, each outstanding share of Salisbury common stock will convert into the right to receive 0.745 shares of NBT common stock upon completion of the acquisition. That equates to a value of $35 per Salisbury share. The transaction is intended to qualify as a reorganization for federal income-tax purposes, which means the receipt of NBT stock by Salisbury shareholders should be tax-free.
NBT expects the transaction to add about 9.8 percent to first full-year earnings per share and boost cash earnings per share by 4.9 percent, excluding the impact of purchase-accounting adjustments.
Piper Sandler & Co. served as financial advisor and Hogan Lovells US LLP was the legal counsel for NBT. Janney Montgomery Scott LLC served as Salisbury’s financial advisor, with Updike, Kelly & Spellacy, P.C. acting as legal counsel.
Norwich-based NBT Bancorp is a financial holding company that operates NBT Bank, N.A., a full-service bank, as well as Rochester–based EPIC Retirement Plan Services, a benefits-administration firm, and NBT Insurance Agency, a full-service insurance agency.
