Camden National Corporation Announces Election Deadline for SBM Financial, Inc. Stockholders
CAMDEN, Maine, Sept. 11, 2015 /PRNewswire/ -- Camden National Corporation ("Camden") (NASDAQ: CAC) today announced the deadline for common stockholders and holders of restricted stock units with respect to shares of common stock of SBM Financial, Inc. ("SBM") to elect the form of consideration that they wish to receive in Camden's pending merger with SBM. The acquisition remains subject to customary closing conditions. The merger is expected to close on Friday, October 16, 2015.
SBM common stockholders who wish to elect to receive Camden common stock, cash, or a combination of stock and cash, in exchange for their shares of SBM common stock must deliver a properly completed Letter of Election and Transmittal, together with their SBM stock certificate(s), to American Stock Transfer & Trust Company ("AST") prior to 5:00 p.m., Eastern time, on Tuesday, October 6, 2015.
Under the terms of the Agreement and Plan of Merger, dated as of March 29, 2015 (the "Merger Agreement"), all restricted stock units with respect to shares of SBM common stock ("SBM RSUs") that are outstanding immediately prior to the effective time of the merger of SBM and Camden, will vest and be converted to the right to receive merger consideration. Holders of SBM RSUs who wish to elect to receive Camden common stock, cash, or a combination of stock and cash, in exchange for their vested SBM RSUs must deliver a properly completed Letter of Election to AST prior to 5:00 p.m., Eastern time, on Tuesday, October 6, 2015.
Election materials will be mailed on or about Friday, September 11, 2015 to holders of record of SBM common stock and restricted stock units at the close of business on Friday, September 4, 2015.
Under the terms of the Merger Agreement, each outstanding share of SBM common stock (including vested SBM RSUs) will be converted into the right to receive, at the election of the stockholder and subject to the allocation and proration procedures described in the merger agreement, either: (1) $206.00 in cash, without interest or (2) 5.421 shares of common stock of Camden. All elections are subject to the allocation and proration procedures set forth in the Merger Agreement, which are designed to ensure that 80% of the total number of shares of SBM common stock outstanding (including the SBM RSUs that have vested) immediately prior to the effective time of the Merger will be converted into shares of Camden common stock, and the remaining shares of SBM common stock will be converted into cash. As a result, an SBM stockholder or holder of SBM RSUs may not receive solely the form of consideration elected, and the extent to which an SBM stockholder or holder of SBM RSUs receives the form of consideration elected will depend on the elections made by other SBM stockholders and holders of SBM RSUs.
Stockholders with questions regarding the election materials or who wish to obtain copies of the election materials should contact AST at (877) 248-6417.
About Camden National Corporation
Camden National Corporation is the holding company employing more than 480 Maine residents for two financial services companies including Camden National Bank and the wealth management company, Acadia Trust, N.A. Camden National Bank is a full-service community bank with a network of 44 banking offices throughout Maine and a commercial loan office in Manchester, New Hampshire. Acadia Trust offers investment management and fiduciary services with offices in Portland, Bangor and Ellsworth. Located at Camden National Bank, Camden Financial Consultants offers full-service brokerage and insurance services. Learn more at www.CamdenNational.com. Member FDIC.
Forward-Looking Statements
Certain statements contained in this press release that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including certain plans, expectations, goals, projections and other statements, which are subject to numerous risks, assumptions and uncertainties. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like "believe," "expect," "anticipate," "estimate," and "intend" or future or conditional verbs such as "will," "would," "should," "could" or "may." Certain factors that could cause actual results to differ materially from expected results include delays in completing the proposed merger, difficulties in achieving cost savings from the proposed merger or in achieving such cost savings within the expected time frame, difficulties in integrating Camden and SBM, increased competitive pressures, changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the business in which Camden and SBM are engaged, changes in the securities markets and other risks and uncertainties disclosed from time to time in in Camden's Annual Report on Form 10-K for the year ended December 31, 2014, as updated by other filings with the Securities and Exchange Commission ("SEC"). Camden does not have any obligation to update forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed merger, Camden has filed with the SEC a Registration Statement on Form S-4 that includes a Proxy Statement of SBM and Camden and a Prospectus of Camden, as well as other relevant documents concerning the proposed merger. Investors and shareholders are urged to read the Registration Statement and the Proxy Statement/Prospectus regarding the proposed merger and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. A free copy of the Registration Statement and Proxy Statement/Prospectus, as well as other filings containing information about Camden and The Bank of Maine, when they become available, may be obtained at the SEC's Internet site (www.sec.gov). Copies of the Registration Statement and Proxy Statement/Prospectus and the filings incorporated by reference therein may also be obtained, free of charge, from Camden's website at www.CamdenNational.com or by contacting Camden Investor Relations at (207) 236-8821 or by contacting SBM Investor Relations at (207) 518-5607.
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SOURCE Camden National Corporation
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