Hogan Lovells announced today that it has advised New Hampshire Thrift Bancshares, Inc in its acquisition of The Nashua Bank.
The Nashua Bank will merge with and into NHTB’s subsidiary bank, Lake Sunapee Bank, fsb, and will operate under the name “The Nashua Bank, a division of Lake Sunapee Bank.” The combined company will have approximately $1.3 billion in assets and operate 28 branches in New Hampshire and Vermont. Completion of the transaction is subject to customary closing conditions, including the receipt of regulatory approval and the approval of The Nashua Bank’s shareholders. The transaction is expected to close in the fourth quarter of 2012.
NHTB currently operates 19 branches in New Hampshire in Grafton, Hillsborough, Merrimack and Sullivan Counties as well as 8 branches in Vermont in Rutland and Windsor Counties. The Nashua Bank currently operates one branch in New Hampshire in Hillsborough County.
Under the terms of the definitive merger agreement, which has been approved by both companies’ Boards of Directors, The Nashua Bank shareholders may elect to receive $14.50 in cash, or 1.136 shares of NHTB common stock, for each share of The Nashua Bank common stock, subject to customary pro rata provisions, whereby 80% of The Nashua Bank shares will be exchanged for NHTB stock and 20% for cash.
Following the merger, G. Frank Teas, currently the President and Chief Executive Officer of The Nashua Bank, will be employed as Senior Vice President of Commercial Lending for the Southern Region of Lake Sunapee Bank, fsb. Two members of the current Board of Directors of The Nashua Bank will be appointed to the Board of Directors of NHTB and to the Board of Directors of Lake Sunapee Bank, fsb, to serve until at least the third anniversary of the Merger. The remaining members of the current Board of Directors of The Nashua Bank will be invited to serve as members of an advisory board to be established and maintained by NHTB for at least three years following the Merger.
Richard Schaberg (partner, Washington, DC) led the transaction on behalf of Hogan Lovells with assistance from Christian Chandler (partner, Washington, DC), Jaime L. Chase (associate, Washington, DC), Caitlyn McCarthy (associate, Washington, DC) and Ashlie A. Lawton (associate, Washington, DC).
