New Hampshire Thrift Bancshares, Inc. (NasdaqGM: NHTB), parent company of Lake Sunapee Bank, fsb, and Central Financial Corporation (OTC: CEVT) today jointly announced that they have entered into a definitive agreement through which New Hampshire Thrift Bancshares will acquire Central Financial Corporation and its subsidiary, The Randolph National Bank. Originally established in 1875, The Randolph National Bank serves the credit and deposit needs of individuals and businesses with offices in the Vermont communities of Rochester, Royalton, South Royalton, Randolph, Williamstown, and Quechee, and has assets in excess of $170 million.
“We are very excited to deepen our market presence in Vermont with the addition of a franchise that has successfully served its communities in the White River Valley for over 130 years,” said Stephen R. Theroux, Vice Chairman, President, and Chief Executive Officer of New Hampshire Thrift Bancshares. “We welcome the customers and employees of The Randolph National Bank to the Lake Sunapee family and look forward to building upon the service culture that has been the hallmark of this fine institution.”
Shareholders of Central Financial Corporation will receive 8.699 shares of New Hampshire Thrift Bancshares common stock for each share of Central Financial Corporation common stock in a transaction representing $115.00 per Central Financial Corporation share, or $14.4 million, based upon the 10-day average closing price of New Hampshire Thrift Bancshares ending April 2, 2013, of $13.22 per share. Immediately following the merger, Randolph National Bank will merge with and into Lake Sunapee Bank, fsb, and the combined company will have approximately $1.45 billion in assets and operate 38 locations in New Hampshire and Vermont.
Steven H. Dimick, President and Chief Executive Officer of Central Financial Corporation and Randolph National Bank, said, “Not only do New Hampshire Thrift Bancshares and Lake Sunapee Bank share our focus on customer service and community banking, but they have a proven track record of integrating other community banks like ours into their franchise. We wanted a partner that would provide our shareholders with a higher dividend and enhanced liquidity for their stock and would continue to provide our customers with the same level of personalized service to which they are accustomed, along with the additional products and services of a larger institution. We believe that our shareholders and customers will benefit from this transaction.”
Following the merger, Steven H. Dimick will be appointed to the Board of Directors of New Hampshire Thrift Bancshares and Lake Sunapee Bank. The definitive merger agreement has been approved by the Boards of Directors of both companies and the transaction is expected to close in the fourth quarter of 2013 subject to customary closing conditions including the receipt of regulatory approval and the approval of Central Financial Corporation’s shareholders. The transaction is expected to be accretive to the earnings per share of New Hampshire Thrift Bancshares in the first full year of operations.
New Hampshire Thrift Bancshares was advised by Griffin Financial Group, LLC, and its legal counsel was Hogan Lovells US LLP, Washington, DC. Central Financial Corporation was advised by Bank Analysis Center, Inc., and its legal counsel was Cranmore, FitzGerald & Meaney, Hartford, Connecticut.