Vermont Business Magazine Merchants Bancshares, Inc(NASDAQ: MBVT), has announced the completion of the merger of NUVO Bank & Trust Company (NUVO), located in Springfield, Massachusetts. NUVO's banking business will be operated as a division of Merchants Bank, a wholly owned subsidiary of Merchants. Total compensation paid by Merchants for NUVO's outstanding stock is comprised of approximately 517,100 shares of common stock and $5.106 million in cash. Merchants also paid an aggregate of approximately $878,000 to cash out NUVO stock options and a portion of its common stock warrants and issued replacement warrants to purchase Merchants common stock on adjusted terms.
With completion of the merger, Merchants Bancshares now has consolidated assets of approximately $2.0 billion and 33 banking locations, including the new office in Springfield, Massachusetts.
"We are pleased to welcome NUVO's clients, employees and shareholders to our Bank", said Geoffrey Hesslink, Merchants Bank President and CEO. "We are excited to expand our footprint beyond Vermont and entering the Springfield and greater Western Massachusetts commercial banking market. We look forward to providing our new customers with Merchants' exceptional service and banking products, supported by our growing team that now includes NUVO's banking professionals."
Donald R. Chase, the Chair of NUVO's Board of Directors, will join the Boards of Directors of Merchants Bancshares and Merchants Bank. Joining Merchants Bank's management team are M. Dale Janes, NUVO's CEO, who will serve as Merchants Bank's Regional President – Western Massachusetts, and Jeffrey S. Sattler, NUVO's President and Chief Loan Officer, who will serve as Merchants Bank's Managing Director for Western Massachusetts.
"The Board and management of Merchants are delighted to have successfully completed this strategic acquisition and welcome Don Chase to the Board," stated Merchants Bancshares President and CEO Michael R. Tuttle."
- Holders of 1,368,911 shares, or 48%, made a "Stock Election" to receive Merchants common stock;
- Holders of 688,227 shares, or 24.1% made a "Cash Election" to receive cash; and
- Holders of 797,301 shares, or 27.9%, did not make a valid election or did not express a preference ("No Preference").
Based on the election results and applying the allocation and proration provisions set forth in the merger agreement, NUVO shareholders will receive the following merger consideration in cancellation of their shares of NUVO common stock:
- Stock Election. NUVO shareholders will receive 0.2416 shares of Merchants common stock for each NUVO share for which they made a valid stock election;
- Cash Election. NUVO shareholders will receive $7.15 in cash for each NUVO share for which they made a valid cash election; and
- No Preference. NUVO shareholders who expressed no preference or did not make a valid election will receive consideration in the form of cash at the rate of $7.15 per share for approximately 3% of their NUVO shares, and will receive consideration in the form of Merchants common stock at the rate of 0.2416 shares of Merchants common stock for each NUVO share for approximately 97% of their NUVO shares.
Under the merger agreement, fractional shares of Merchants common stock will not be issued. Instead, NUVO shareholders will receive cash in lieu of fractional shares at the rate of $29.59 per share.
About Merchants
Merchants Bancshares, Inc. (NASDAQ: MBVT) is the parent company of Merchants Bank, headquartered in South Burlington, Vermont. Established in 1849, Merchants Bank is the largest Vermont-based bank, independently and locally operated. Consumer, business, municipal and investment customers enjoy personalized relationships, sophisticated online and mobile banking options, with 32 branches in Vermont and 1 in Massachusetts. Merchants Bank (Member FDIC, Equal Housing Lender) has earned several "Best Places to Work in Vermont" awards. American Banker ranks Merchants Bank a "Top 200" in America among 851 peers. www.mbvt.com
SOUTH BURLINGTON, Vt., Dec. 3, 2015 /PRNewswire/ --Merchants Bancshares, Inc