Bank of New Hampshire to acquire Community Guaranty Savings Bank
Laconia, NH – November 23, 2015 - Bank of New Hampshire and Community Guaranty Savings Bank today jointly announced that they have signed a definitive agreement whereby Bank of New Hampshire, through its parent company BNH Financial, has agreed to acquire Community Guaranty Corporation, the parent company of Community Guaranty Savings Bank, in an all cash transaction valued at approximately $12.9 million. Under the terms of the transaction, shareholders of Community Guaranty Corporation will receive $65.10 in cash in exchange for each share of Community Guaranty Corporation stock. The consideration represents approximately 157% of Community Guaranty’s tangible book value at September 30, 2015. The transaction is subject to receipt of state and federal regulatory approvals and approval by the shareholders of Community Guaranty Corporation and is expected to be completed in May 2016, at which time Community Guaranty Savings Bank’s branch offices located at 28 South Main Street, Plymouth, New Hampshire and 21 Tower Road, Campton, New Hampshire will become Bank of New Hampshire branch offices.
"The acquisition of Community Guaranty Savings Bank will provide customers access to 24 full-service office locations throughout the state including our new Portsmouth office that is scheduled to open spring 2016,” said Mark Primeau, President and Chief Executive Officer of Bank of New Hampshire. “With a Bank of New Hampshire office already located in Plymouth these two new locations will deepen our market presence in the area and strengthen our commitment to the individuals, families and businesses in this region. Bank of New Hampshire has a 184 year history of building lifelong relationships with its customers by providing what matters most – personal attention from knowledgeable staff and financial products that make it easy to save and borrow.”
“Since its organization in 1988, Community Guaranty Savings Bank has remained committed to serving its customers and local communities,” said Michael Long, President and Chief Executive Officer of Community Guaranty Savings Bank. “We recognize banking is a rapidly changing industry and to ensure our customers’ needs are fulfilled while not losing our commitment to the communities, we are merging with Bank of New Hampshire, and know that it is an organization which shares our commitment to service and community banking.” Ronald I. Sibley, Chairman of the Board of Directors of Community Guaranty Corporation, stated that “this merger with Bank of New Hampshire offers outstanding value for our shareholders and assures that our customers and communities will benefit from the wide range of products and commitment to service provided by Bank of New Hampshire.” After the merger, the combined entity will have approximately $1.4 billion in assets. Upon completion of the transaction, Messrs. Sibley and Long will both be appointed to serve as Directors of Bank of New Hampshire and Trustees of BNH Financial.
Bank of New Hampshire, founded in 1831, provides deposit, lending and wealth management products and services to families and businesses throughout New Hampshire. With 21 banking offices throughout New Hampshire and assets exceeding $1.2 billion, Bank of New Hampshire is the oldest and one of the largest independent banks in the state. Bank of New Hampshire is a mutual organization, focused on the success of the bank’s customers, communities and employees. For more information, call 1-800-832-0912 or visit www.BankNH.com.
Sandler O'Neill + Partners acted as financial advisor to Bank of New Hampshire, and FIG Partners acted as financial advisor to Community Guaranty Corporation and Community Guaranty Savings Bank and rendered a fairness opinion to the Board of Directors of Community Guaranty Corporation in conjunction with this transaction. Nutter McClennen & Fish served as legal counsel to Bank of New Hampshire, and Cranmore, FitzGerald & Meaney served as legal counsel to Community Guaranty Corporation and Community Guaranty Savings Bank.
Any forward-looking statements regarding BNH Financial’s and Bank of New Hampshire’s proposed acquisition of Community Guaranty Corporation and Community Guaranty Savings Bank involve uncertainties. Those uncertainties include, but are not limited to: legislation or changes in regulatory requirements, shareholder actions, technical or systems issues affecting dates of consummation or conversion, costs or difficulties economic conditions that are less favorable than expected. Neither BNH Financial, Bank of New Hampshire, Community Guaranty Corporation or Community Guaranty Savings Bank undertake any obligation to update forward-looking statements to reflect events or circumstances that occur after the date on which such statements are made.
This Press Release Does Not Constitute a Solicitation of Proxies
Community Guaranty Corporation will provide its shareholders with a proxy statement and other relevant documents concerning the proposed transaction. Shareholders of Community Guaranty Corporation are urged to read the proxy statement and any amendments or supplements to those documents, because they will contain important information which should be considered before making any decision regarding the transaction. Shareholders of Community Guaranty Corporation will also be able to obtain a copy of the proxy statement, without charge, when it becomes available, by directing a request to: Mr. Michael J. Long President, Community Guaranty Corporation, 28 South Main Street, Plymouth, NH 03264.
Community Guaranty Corporation and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Community Guaranty Corporation in connection with the merger. Information about the directors and executive officers of Community Guaranty Corporation, their ownership of Community Guaranty Corporation common stock along with additional information regarding the interests of such participants in the transaction and any agreements with such persons to vote shares of Community Guaranty Corporation for approval of this merger with BNH Financial will be contained in the proxy statement when it becomes available.
Tiffany BaertVice President - Marketing Officer