Hampshire Bank to Merge With NBT

NBT Bancorp Inc. (NBT) (Nasdaq:NBTB) of Norwich, New York, and Hampshire First Bank, headquartered in Manchester, announced yesterday that they entered into a definitive agreement under which Hampshire First Bank will merge with and into NBT's banking subsidiary, NBT Bank, N.A. The merger is valued at approximately $45 million and is expected to close early in the second quarter of 2012 subject to customary conditions, including receipt of regulatory approvals and approval by the stockholders of Hampshire First.

Hampshire First is a state-chartered commercial community bank with five locations in southern NH. As of September, the bank claimed assets of $273 million. NBT, which is headquartered in upstate NY, operates a network of 128 banking locations in four states, including New York, Pennsylvania, Vermont and Massachusetts. The financial services holding company had assets of $5.5 billion as of September 30.

Under the terms of the merger agreement, 65 percent of the outstanding shares of Hampshire First common stock will be converted into the right to receive 0.7019 of a share of NBT common stock per share. The remaining 35 percent of Hampshire First's outstanding shares will be exchanged for $15 in cash.

"We are pleased to have this opportunity to join forces with Hampshire First Bank," said NBT President and CEO Martin Dietrich. "We share a strong commitment to community and a focus on putting customers first that will contribute to the success of this partnership." Dietrich also noted that this extension of NBT's footprint into New Hampshire fits well with recent strategic growth initiatives, including NBT's organic expansion into the Burlington, Vermont, market beginning in 2009 and a recent four-branch acquisition in Berkshire County, Massachusetts, completed in October.

HFB President and CEO James Dunphy said, "Hampshire First Bank was formed five years ago in response to clear demand for a community bank based in southern New Hampshire. Our partnership with NBT will enable our team of bankers to continue to serve our market as part of a financial services company that relies on local knowledge and decision making to support its customers and communities. We will also gain access to additional resources that will become available to us as part of a larger banking organization." Following the completion of the merger, Dunphy will join NBT Bank as its New Hampshire regional president.