Filed by Salisbury Bancorp, Inc.
(Exchange Act file number: 1-14854)
Pursuant to Rule 425 under the Securities Act
of 1933 and deemed filed pursuant to Rule
14a-12 under the Securities Exchange Act of 1934
Subject Company: Canaan National Bancorp, Inc.
Salisbury Bancorp, Inc. issued the following press release on November 18, 2003
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Tuesday November 18, 2003
Company Press Release
Source: Salisbury Bancorp, Inc.
Salisbury Contacts: John F. Perotti - President, Chief Executive Officer, &
Director (860) 435-9801 x210 Richard J. Cantele, Jr. -
Chief Operating Officer (860) 435-9801 x211
FOR IMMEDIATE RELEASE
November 18, 2003
Salisbury Bancorp, Inc. to Acquire The Canaan National Bank:
Broadening Connecticut and Massachusetts Franchise
John F. Perotti Gerard J. Baldwin
President and Chief Executive Officer President and Chief Executive Officer
Salisbury Bancorp, Inc. Canaan National Bancorp, Inc.
(860) 435-9801 x210 (860) 824-5423
November 18, 2003 - Lakeville, CT and Canaan, CT...Salisbury Bancorp, Inc.
("Salisbury") (AMEX: SAL), parent company of Salisbury Bank & Trust, and Canaan
National Bancorp, Inc., parent of The Canaan National Bank ("Canaan") jointly
announced today the execution of a definitive agreement (the "Agreement") for
Salisbury to acquire Canaan. Canaan, with assets of $108 million, is
headquartered in Canaan, Connecticut where it has been in operation since 1907.
Canaan also has a branch in Berkshire County, Massachusetts.
"We are very excited about this combination as it represents the merger of two
long-standing community focused organizations. On a combined basis, the pro
forma organization will have approximately $416 million in assets. We will be
better positioned to expand our Massachusetts presence and serve customers
throughout the Tri-State region of northwestern Connecticut and proximate
communities in western Massachusetts and New York State with the high quality
personal service that only community banks can offer. Canaan has been run by a
respected management team who we look forward to working with as we continue to
grow and serve our communities," stated John F. Perotti, Salisbury's President,
Chief Executive Officer, and Director. "This acquisition meets several
objectives for Salisbury, and is expected to be accretive to earnings within the
first year following consummation. Canaan's branch in southwestern Massachusetts
will provide a base for expanding our presence in Berkshire County. Together, we
have a strong base of talented employees to provide outstanding customer service
and an expanded array of financial products and services. Finally, our proximity
and shared familiarity with the Tri-State region reduces execution risk,"
continued Perotti. Salisbury intends to retain the existing Canaan branch
locations and all personnel.
"We are extremely pleased to partner with Salisbury. It is a high quality
organization that will continue to serve our customers, employees, and
communities with the same care and commitment as Canaan," stated Gerard J.
Baldwin, President of Canaan. "We believe that Salisbury is well suited to carry
on our Bank's motto: `No account too small to care for or too large to handle'.
One of the reasons that we decided to affiliate with Salisbury is the quality of
the people on their team. As a competitor I have been very impressed with their
team of lenders, officers, and customer service personnel and I look forward to
working with them. This partnership is excellent news for our shareholders,
customers and the communities Canaan serves," Baldwin concluded.
Under the terms of the Definitive Agreement, which was unanimously approved by
the board of directors, the shareholders of Canaan will be entitled to receive
merger consideration consisting of $31.20 in cash and 1.3371 shares of Salisbury
common stock for every share of Canaan Stock Based upon the $36.85 closing price
of Salisbury on November 17, 2003, each share of common stock would represent
approximately $80.47 per share. In
aggregate, the deal is valued at approximately $15.5 million. The purchase price
represents 174.5% of Canaan's fully diluted tangible book value and 21.4 times
Canaan's last twelve months earnings. Two (2) of the current Directors of Canaan
will be asked to serve on the Board of Salisbury following consummation of the
merger.
The merger is subject to approval by state and federal bank supervisory agencies
and the shareholders of Canaan. Salisbury anticipates that the transaction will
close in the third quarter of 2004. Northeast Capital & Advisory, Inc. is acting
as financial advisor for Salisbury Bancorp, Inc. Canaan is being advised by HAS
Associates Inc..
Salisbury, headquartered in Lakeville, Connecticut, is the parent company of
Salisbury Bank and Trust, a $308 million financial institution with four
community branches in Canaan, Lakeville, Salisbury, and Sharon, Connecticut
serving northwestern Connecticut and proximate communities in western
Massachusetts and New York. With its roots dating to 1848, Salisbury offers a
variety of community-oriented retail services, including checking, savings, and
money market accounts, certificates of deposit and trust services. Additionally,
Salisbury offers residential mortgages and other lending products including
commercial, commercial real estate, agricultural, construction, and consumer
loans. For more information on Salisbury Bancorp, Inc., visit
www.salisbury-bank.com or call (860) 435-9801.
John F. Perotti -
President, Chief Executive Officer, & Director, (860) 435-9801 x210
Richard J. Cantele, Jr. - Chief Operating Officer, (860) 435-9801 x211
Canaan National Bancorp, Inc. is the bank holding company for the Canaan Bank
("Canaan"), which is headquartered in Canaan, Connecticut, and has two
full-service banking offices in Canaan, Connecticut and Egremont, Massachusetts.
Canaan National Bank was first chartered in 1907, and it has occupied the same
location in Canaan for nearly 100 years. The Bank offers full banking services
including checking, savings, and money market accounts, as well as residential
mortgages and other loans ranging from commercial real estate to consumer loans.
Note:
This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements include, but are not limited to, statements regarding the benefits of
the Canaan acquisition, including future business opportunities and financial
results, and the companies' intentions with respect to the combined company.
These forward-looking statements are based upon current beliefs and expectations
and are subject to business, economic and other uncertainties and contingencies,
many of which are beyond our control. Actual results may differ materially from
the results discussed in these forward-looking statements. Factors that might
cause such a difference include, but are not limited to, general economic
conditions, changes in interest rates, deposit flows, loan demand, real estate
values and competition; changes in accounting principles, policies, or
guidelines; changes in legislation or regulation; and other economic,
competitive, governmental, regulatory, the failure to successfully integrate the
two companies' businesses, or to integrate them in a timely manner, the failure
to achieve anticipated cost savings, or to achieve such savings in a timely
manner, costs, customer loss and business disruption in connection with the
acquisition or the integration of our companies may be greater than expected,
failure to obtain governmental approvals without adverse regulatory conditions,
difficulties associated with achieving expected future financial results,
failure of the Canaan stockholders to approve the acquisition, and technological
factors affecting the Company's operations, pricing, products and services.
Additional factors that could cause actual results to differ materially from
those expressed in the forward-looking statements, including those relating to
the businesses of Salisbury and Canaan generally, are discussed in Salisbury's
and Canaan's reports filed with the SEC and OCC (accessible on the SEC website
at www.sec.gov, on the OCC website at www.occ.treas.gov). Salisbury and Canaan
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do not undertake any obligation to update any forward-looking statements to
reflect changes in beliefs, expectations or events.
The proposed transaction will be submitted to Canaan's stockholders for their
approval. Salisbury will file a registration statement with the SEC which will
include a proxy statement/prospectus and other relevant documents concerning the
proposed transaction. Stockholders of Canaan are urged to read the registration
statement and the proxy statement/prospectus when it becomes available 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.
You will be able to obtain a free copy of the proxy statement/prospectus, as
well as other filings containing information about
Salisbury and Canaan, at the SEC's Internet site (http://www.sec.gov). Copies of
the proxy statement/prospectus and the SEC filings that will be incorporated by
reference in the proxy statement/prospectus can be obtained, without charge, by
directing a request to John F. Foley, Chief Financial Officer of Salisbury
Bancorp, Inc.
This document does not constitute an offer of any securities for sale.
Salisbury will file a registration statement, proxy statement/prospectus and
other documents regarding the proposed business combination with the Securities
and Exchange Commission. Investors and security holders are urged to read the
proxy statement/prospectus, when it becomes available, because it will contain
important information. Investors and security holders will be able to obtain the
documents free of charge at the SEC's website, www.sec.gov. In addition,
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documents filed with the SEC will be available free of charge by directing a
request to:
John F. Perotti
President and Chief Executive Officer
Salisbury Bancorp, Inc.
(860) 435-9801 x210
Canaan will be preparing a proxy statement and other relevant documents
concerning the merger. Investors and security holders are urged to read the
proxy statement, when it becomes available, because it will contain important
information. Investors will be able to obtain the documents free of charge by
directing a request to:
Gerald J. Baldwin
President and Chief Executive Officer
Canaan National Bancorp, Inc.
(860) 824-5423