PeoplesBancorp, MHC and First Suffield Financial, Inc. Sign Merger Agreement for PeoplesBank to Acquire The First National Bank of Suffield

HOLYOKE, Mass., July 17, 2018 /PRNewswire/ -- PeoplesBancorp, MHC, the parent company of PeoplesBank, both of Holyoke, Massachusetts, and First Suffield Financial, Inc., the parent company of The First National Bank of Suffield, both of Suffield, Connecticut, today jointly announced that they have entered into a definitive merger agreement for PeoplesBancorp to acquire First Suffield Financial and PeoplesBank to acquire The First National Bank of Suffield. The parties anticipate the transaction will close in the fourth quarter of 2018 or the first quarter of 2019.

Under the terms of the agreement, shareholders of First Suffield Financial, Inc. will receive $12,001.85 in cash per share, representing a total transaction value of approximately $60 million. The merger consideration represents approximately 202% of The First National Bank of Suffield's tangible book value at March 31, 2018. The transaction is subject to customary closing conditions, including the receipt of state and federal regulatory approvals and approval by the shareholders of First Suffield Financial, Inc.

Tom Senecal, President, CEO and Chairman of the Board of PeoplesBank, stated, "We see this as a tremendous opportunity.  The strategic fit between the organizations is compelling, and the compatibility of our award-winning corporate cultures should make for a seamless transition for our associates and our customers.  The addition of an existing, successful branch network in northern Connecticut to our strong presence in the Pioneer Valley will allow us to offer our products and services to a wider audience, while deepening our commitment to the region as a whole."

"Our merger with PeoplesBank offers outstanding value for our shareholders and, equally, if not more importantly, assures that our customers and communities will benefit from the wide range of products and commitment to service provided by PeoplesBank," said Dr. Douglas Viets, Chairman of the Board of Directors of The First National Bank of Suffield. "We look forward to working with the talented people of PeoplesBank to combine the best of both of our organizations."

"Since our organization in 1864, The First National Bank of Suffield has successfully served our customers and the local communities," stated Joseph Greco, President and CEO of The First National Bank of Suffield. "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 serve, we are merging with PeoplesBank and know that it is an organization which shares our commitment to service and community banking."

Both institutions' long-standing commitment to serve their communities will remain vital to the combined organization's future. In 2017, PeoplesBank donated almost $1 million to area non-profits. Its employees devoted more than 15,000 hours to volunteer work over the past two years and 48 of the bank's officers serve on the boards of directors and committees of 115 nonprofit organizations in the area. Upon completion of the transaction, PeoplesBank will expand its community development efforts in Suffield and the surrounding Connecticut communities.

The combined organization will have approximately $2.8 billion in assets and $1.9 billion in deposits. Upon completion of the transaction, one current member of the board of directors of First Suffield Financial will be appointed to serve as a member of the Board of Trustees of PeoplesBancorp and the Board of Directors of PeoplesBank. Following completion of the merger, the current branches of The First National Bank of Suffield will remain open and will conduct business under the trade name "First Suffield Bank, a Division of PeoplesBank".

Sandler O'Neill + Partners, L.P. acted as financial advisor to PeoplesBank and PeoplesBancorp, MHC, and FinPro Capital Advisors, Inc. acted as financial advisor to The First National Bank of Suffield and First Suffield Financial, Inc. and rendered a fairness opinion to the Board of Directors of First Suffield Financial, Inc. in conjunction with this transaction. Nutter McClennen & Fish LLP served as legal counsel to PeoplesBank and PeoplesBancorp, MHC, and Cranmore, FitzGerald & Meaney served as legal counsel to The First National Bank of Suffield and First Suffield Financial, Inc.

About PeoplesBank

PeoplesBank, founded in 1885, provides deposit, lending and wealth management products and services to families and businesses throughout Massachusetts. With 18 banking offices in Western Massachusetts and assets exceeding $2.4 billion, PeoplesBank operates as a mutual bank, focused on, and responsible for, the success and best interests of its customers, employees and the communities it serves. For more information, visit www.bankatpeoples.com.

About The First National Bank of Suffield

The First National Bank of Suffield was founded in 1864 and provides deposit, lending and wealth management products and services to families and businesses throughout Northern Connecticut. The First National Bank of Suffield, which has four offices and assets of approximately $275 million, provides financial services to individuals, municipalities, nonprofit groups and commercial enterprises, generally within the Connecticut communities of Suffield, West Suffield, East Granby and Windsor Locks. Our investment in these communities is a high priority of our Bank and its Board of Directors.  For more information, visit www.fnbanksuffield.com.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements include statements regarding the anticipated closing date of the transaction and anticipated future results. 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 merger, difficulties in achieving cost savings from the merger or in achieving such cost savings within the expected time frame, difficulties in integrating The First National Bank of Suffield, 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 The First National Bank of Suffield are engaged, changes in the securities markets and other risks and uncertainties.

This Press Release Does Not Constitute a Solicitation of Proxies.

First Suffield Financial, Inc. will provide its shareholders with a proxy statement and other relevant documents concerning the proposed transaction. Shareholders of First Suffield Financial, Inc. 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 First Suffield Financial, Inc. will also be able to obtain a copy of the proxy statement, without charge, when it becomes available, by directing a request to:

Mr. Joseph J. Greco
President
The First National Bank Suffield
30 Bridge Street
P.O. Box 96
Suffield, CT 06078

The First National Bank of Suffield and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of First Suffield Financial, Inc. in connection with the merger. Information about the directors and executive officers of The First National Bank of Suffield, their ownership of First Suffield Financial, Inc. 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 First Suffield Financial, Inc. for approval of this merger with PeoplesBank will be contained in the proxy statement when it becomes available.

Persons seeking additional information regarding the parties to the merger or the transaction may wish to visit the websites of each institution:

The First National Bank of Suffield - www.fnbanksuffield.com 
PeoplesBank - www.bankatpeoples.com

Contact: Darcy Fortune, 413-736-2245, [email protected]
GCAI for PeoplesBank

SOURCE PeoplesBank