Randolph National Bank acquired by Lake Sunapee Bank owner

New Hampshire Thrift Bancshares, Inc (NASDAQ: NHTB), parent company of Lake Sunapee Bank, fsb, and Central Financial Corporation (PINKSHEETS: CEVT) jointly announced Wednesday that they have entered into a definitive agreement through which New Hampshire Thrift Bancshares will acquire Central Financial Corporation and its subsidiary, The Randolph National Bank. Originally established in 1875, The Randolph National Bank serves the credit and deposit needs of individuals and businesses with offices in the Vermont communities of Rochester, Royalton, South Royalton, Randolph, Williamstown and Quechee, and has assets in excess of $170 million.
Randolph National Bank has eight branches in Orange and Windsor counties. This acquisition will double Lake Sunapee Bank's Vermont footprint. It took over First Brandon National Bank in 2007. After closing it will have 16 branches in Vermont and stretch across central Vermont to Addison and Rutland counties.
"We are very excited to deepen our market presence in Vermont with the addition of a franchise that has successfully served its communities in the White River Valley for over 130 years," said Stephen R. Theroux, Vice Chairman, President and Chief Executive Officer of New Hampshire Thrift Bancshares. "We welcome the customers and employees of The Randolph National Bank to the Lake Sunapee family and look forward to building upon the service culture that has been the hallmark of this fine institution."
Shareholders of Central Financial Corporation will receive 8.699 shares of New Hampshire Thrift Bancshares common stock for each share of Central Financial Corporation common stock in a transaction representing $115.00 per Central Financial Corporation share, or $14.4 million, based upon the 10-day average closing price of New Hampshire Thrift Bancshares ending April 2, 2013, of $13.22 per share. Immediately following the merger, Randolph National Bank will merge with and into Lake Sunapee Bank, fsb, and the combined company will have approximately $1.45 billion in assets and operate 38 locations in New Hampshire and Vermont.
Steven H. Dimick, President and Chief Executive Officer of Central Financial Corporation and Randolph National Bank, said, "Not only do New Hampshire Thrift Bancshares and Lake Sunapee Bank share our focus on customer service and community banking, but they have a proven track record of integrating other community banks like ours into their franchise. We wanted a partner that would provide our shareholders with a higher dividend and enhanced liquidity for their stock and would continue to provide our customers with the same level of personalized service to which they are accustomed, along with the additional products and services of a larger institution. We believe that our shareholders and customers will benefit from this transaction."
Following the merger, Steven H. Dimick will be appointed to the Board of Directors of New Hampshire Thrift Bancshares and Lake Sunapee Bank. The definitive merger agreement has been approved by the Boards of Directors of both companies and the transaction is expected to close in the fourth quarter of 2013, subject to customary closing conditions, including the receipt of regulatory approval and the approval of Central Financial Corporation's shareholders. The transaction is expected to be accretive to the earnings per share of New Hampshire Thrift Bancshares in the first full year of operations.
New Hampshire Thrift Bancshares was advised by Griffin Financial Group, LLC and its legal counsel was Hogan Lovells US LLP, Washington, D.C. Central Financial Corporation was advised by Bank Analysis Center, Inc. and its legal counsel was Cranmore, FitzGerald & Meaney, Hartford, CT.
About New Hampshire Thrift Bancshares, Inc.
New Hampshire Thrift Bancshares, Inc. is the bank holding company of Lake Sunapee Bank, fsb, a federally-chartered stock savings bank, which was formed in 1868 and which provides a wide range of banking and financial services. New Hampshire Thrift Bancshares currently operates 22 locations in New Hampshire in Grafton, Hillsborough, Merrimack and Sullivan Counties as well as 8 locations in Vermont in Rutland and Windsor Counties. At December 31, 2012, New Hampshire Thrift Bancshares had total assets of $1.3 billion and currently has a market capitalization of approximately $93 million.
Lake Sunapee Bank, fsb has three wholly owned subsidiaries. Lake Sunapee Financial Services Corp., Lake Sunapee Group, Inc., which owns and maintains all buildings and investment properties, and McCrillis & Eldredge Insurance, Inc., a full-line independent insurance agency acquired in 2012, which offers a complete range of commercial insurance services and consumer products. Additionally, Lake Sunapee Bank recently announced its intention to purchase the remaining 50 percent of Charter Holding Company which it does not currently own. Charter Holding Company is headquartered in Concord, New Hampshire and provides trust and investment services from seven offices across New Hampshire with approximately $1.5 billion of assets under management.
About Central Financial Corporation
Central Financial Corporation is the bank holding company for The Randolph National Bank. The Randolph National Bank, originally chartered as The National Bank of West Randolph, was established by local investors in 1875 to serve a region dominated by agriculture, forestry, railroads and manufacturing. Though the region's economy has changed, The Randolph National Bank has continued to grow and prosper. Today The Randolph National Bank has assets in excess of $170 million and provides services through eight banking offices and nine ATMs.
NEWPORT, NH and RANDOLPH, VT--(Marketwired - April 03, 2013) - New Hampshire Thrift Bancshares, Inc