NUVO Bank & Trust Company Shareholders Approve Merger
SPRINGFIELD, Mass., Sept. 30, 2015 /PRNewswire/ -- At a special meeting held today, the shareholders of NUVO Bank & Trust Company ("NUVO") overwhelmingly voted to approve the Merger Agreement between NUVO and Merchants Bancshares, Inc. (NASDAQ: MBVT), the parent company of Merchants Bank, and the related Bank Merger Agreement between NUVO and Merchants Bank (together, the "Merger Agreement") pursuant to which Merchants Bank will acquire NUVO.
The shareholders of NUVO approved the Merger Agreement by the affirmative vote of the holders of 84.5% of the outstanding shares of NUVO. Of the shares voted, approximately 97.6% of the shares were voted in favor of approval of the transaction.
Consummation of the merger, which is subject to regulatory approval and the satisfaction of the other conditions of the Merger Agreement, is expected to occur on or about November 30, 2015.
Under the terms of the Merger Agreement, shareholders of NUVO will be entitled to elect to receive either 0.2416 shares of Merchants common stock, $7.15 in cash or a combination of Merchants common stock and cash for each share of NUVO common stock outstanding, subject to the allocation and proration provisions contained in the Merger Agreement, which will result in the total consideration being comprised of approximately 75% stock and 25% cash. Election forms will be mailed to NUVO shareholders beginning on September 30, 2015.
Donald R. Chase, Chairman of the Board of Directors of NUVO, stated that "we appreciate the support that our shareholders have shown for the merger by their overwhelming vote in favor of the transaction."
M. Dale Janes, Chief Executive Officer of NUVO, stated that "we are confident our customers will benefit from the merger because of the expanded products and services that will be available to them when NUVO becomes part of Merchants Bank. In working with the people from Merchants Bank in preparing for the closing of the merger, we are finding that they are committed to serving our customers, communities and employees in the best possible way."
About Merchants
Merchants Bancshares, Inc. (NASDAQ: MBVT) is the parent company of Merchants Bank, a Vermont-chartered commercial bank established in 1849. Merchants Bank is Vermont's largest and sole remaining statewide independent bank. The bank's consumer, business, municipal and investment customers enjoy personalized relationships, and sophisticated online and mobile banking options at its 32 branches statewide. Merchants Bank and its Merchants Trust Company division employ approximately 292 full-time employees and 33 part-time employees statewide, and have earned several "Best Places to Work in Vermont" awards. American Banker ranks Merchants Bank a "Top 200" in America among 851 peers. For more information, go to www.mbvt.com. (Member FDIC, Equal Housing Lender)
About NUVO Bank & Trust Company
Founded in 2008, NUVO Bank & Trust Company is an independent, locally owned Massachusetts-chartered commercial bank headquartered in Springfield, Massachusetts. NUVO is focused on providing superior service to small and medium-sized businesses, professionals and individuals in Western Massachusetts. Money invested at NUVO stays in the region, as the bank makes loans to area businesses and individuals. For more information, go to www.nuvobank.com. (Member FDIC, Equal Housing Lender)
Additional Information About the Pending Transaction
This communication does not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities.
In connection with the proposed merger, Merchants filed with the Securities and Exchange Commission a Registration Statement on Form S-4 that includes a proxy statement of NUVO for the special meeting, which also constitutes a prospectus of Merchants. Investors and security holders are urged to read the registration statement and the proxy statement/prospectus regarding the proposed merger, as well as other documents filed with the SEC, because they contain important information about the merger and the parties to the transaction. You may obtain a free copy of the proxy statement/prospectus and other related documents filed by Merchants with the SEC at the SEC's website at www.sec.gov. You may also obtain a free copy of the prospectus, as well as other filings containing information about Merchants on its website, at www.mbvt.com.
Copies of the proxy statement/prospectus can be obtained without charge by directing a request to Merchants Bancshares, Inc., 275 Kennedy Drive, P.O. Box 1009, South Burlington, VT 05402, or to NUVO Bank & Trust Company, 1500 Main Street, P.O. Box 15209, Springfield, Massachusetts 01115-5209.
Cautionary Note Regarding Forward-Looking Statements
This press release contains statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. e forward-looking statements are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and this statement is included for purposes of complying with these safe harbor provisions. Readers should not place undue reliance on such forward-looking statements, which speak only as of the date made. These forward-looking statements are based on current plans and expectations, which are subject to a number of risk factors and uncertainties that could cause future results to differ materially from historical performance or future expectations. These differences may be the result of various factors, including, among others: (1) failure of the parties to satisfy the closing conditions in the merger agreement in a timely manner or at all; (2) failure to obtain required regulatory approvals for the merger; (3) disruptions to the parties' businesses as a result of the announcement and pendency of the merger; (4) costs or difficulties related to the integration of the business following the merger; (5) changes in general, national or regional economic conditions; (6) the risk that the anticipated benefits and cost savings from the transaction may not be fully realized or may take longer than expected to realize; (7) changes in loan default and charge-off rates; (8) changes in interest rates or credit availability; (9) possible changes in regulation resulting from or relating to financial reform legislation; (10) changes in levels of income and expense in non-interest income and expense related activities; and (11) competition and its effect on pricing, spending, third-party relationships and revenues. The foregoing list should not be construed as exhaustive, and Merchants and NUVO undertake no obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements, or to reflect the occurrence of anticipated or unanticipated events or circumstances.
For additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements, please refer to the filings by Merchants Bancshares, Inc. with the SEC, including Merchants Bancshares, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2014, and the proxy statement/prospectus included in Merchants' Registration Statement on Form S-4, which are available on the SEC's website at www.sec.gov.
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SOURCE NUVO Bank & Trust Company
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