NEW CANAAN & WILTON, Conn.--(BUSINESS WIRE)--BNC Financial Group, Inc. (OTC Bulletin Board: BNFI), the holding company for The Bank of New Canaan and The Bank of Fairfield, and The Wilton Bank (OTC Bulletin Board: WIBW) today announced the execution of a definitive merger agreement pursuant to which BNC Financial Group will acquire The Wilton Bank for approximately $5 million. The Wilton Bank will be merged into The Bank of New Canaan. The acquisition will add to BNC Financial Group approximately $75.1 million in assets, bringing total assets to $700 million. The transaction will expand BNC Financial Group’s presence in Fairfield County, Connecticut, where it currently has five branches and one loan production office.
Under the terms of the merger agreement, stockholders of The Wilton Bank will have the right to receive $13.50 in cash (subject to adjustment under certain conditions) in exchange for each share of The Wilton Bank held by them. BNC Financial Group expects no tangible book value dilution at close.
Peyton R. Patterson, President and Chief Executive Officer of BNC Financial Group, stated, “We are excited to expand our presence in Fairfield County and to welcome The Wilton Bank’s customers to the BNC Financial Group family. Together, we will continue to be the hometown bank serving the local community, but with a far greater array of services to offer individuals and businesses in the Wilton market.”
Charles F. Howell, President, Treasurer and Chief Executive Officer of The Wilton Bank, added, “The BNC Financial Group is made up of like-minded community banks and we are delighted to be partnering with them. Their excellent reputation for exceptional service, credit quality and community-giving make us a winning combination.”
The transaction, which has been unanimously approved by the Board of Directors of both BNC Financial Group and The Wilton Bank, is expected to close in the fourth quarter of 2013. The transaction closing is subject to certain conditions, including the approval by The Wilton Bank’s stockholders and customary regulatory approvals. BNC Financial Group plans to establish a Wilton Advisory Board in an effort to promote continuity and maintain the positive legacy that The Wilton Bank has established in the community.
Keefe, Bruyette & Woods, a Stifel Company, served as financial advisor to BNC Financial Group and Robinson & Cole, LLP acted as BNC Financial Group’s legal counsel. Sandler O’Neill & Partners, L.P. acted as financial advisor to The Wilton Bank and Hinckley, Allen & Snyder LLP acted as its legal counsel.
About BNC Financial Group, Inc. and Wilton Bank
BNC Financial Group is a federally-regulated bank holding company located in New Canaan, Connecticut. BNC Financial Group operates two state chartered commercial bank subsidiaries, The Bank of New Canaan and The Bank of Fairfield. The Bank of New Canaan operates a division located in Stamford, Connecticut under the name Stamford First Bank. Each bank is FDIC insured and provides a full range of banking services to commercial and consumer customers, primarily located within its community and the surrounding area.
The Wilton Bank is a state chartered commercial bank located in Wilton, Connecticut, whose deposits are insured by the FDIC. The Wilton Bank provides a full range of banking services to commercial and consumer customers, primarily located within its community and the surrounding area.
Forward-Looking Statements
This news release contains forward-looking statements. These forward-looking statements may include: management plans relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction; the ability to obtain any required regulatory, stockholder or other approvals; any statements of the plans and objectives of management for future or past operations, products or services, including the execution of integration plans; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made. Neither BNC Financial Group nor The Wilton Bank assume any duty and do not undertake to update forward-looking statements. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those that BNC Financial Group or The Wilton bank anticipated in its forward-looking statements and future results could differ materially from historical performance. Factors that could cause or contribute to such differences include, but are not limited to, the possibility: that expected benefits may not materialize in the timeframe expected or at all, or may be more costly to achieve; that the transaction may not be timely completed, if at all; that prior to the completion of the transaction or thereafter, BNC Financial Group’s and The Wilton Bank’s respective businesses may not perform as expected due to transaction-related uncertainty or other factors; that the parties are unable to successfully implement integration strategies; that required regulatory, stockholder or other approvals are not obtained or other closing conditions are not satisfied in a timely manner or at all; reputational risks and the reaction of the companies’ customers to the transaction; diversion of management time on merger-related issues. For any forward-looking statements made in this press release or in any documents, BNC Financial Group and The Wilton Bank claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Additional Information About the Transaction
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities. The proposed transaction will be submitted to the shareholders of The Wilton Bank for their consideration. In connection with the proposed acquisition by BNC Financial Group, The Wilton Bank will prepare a proxy statement seeking approval of the transaction from its shareholders. The Wilton Bank will mail the proxy statement to its shareholders. Security holders are urged to read the proxy statement when it becomes available, because it will contain important information. Copies of the proxy statement can be obtained without charge, when available, by directing a request to The Wilton Bank, 47 Old Ridgefield Road, Wilton, Connecticut 06897.
