Chittenden to Acquire Community Bank & Trust Company in New Hampshire

Company Release - 06/04/2007 16:12


Chittenden Corporation (NYSE: CHZ) and Community Bank & Trust Company (OTCBB: CBNH), announced today that they signed a definitive merger agreement whereby Chittenden will acquire Community Bank & Trust Company ("Community") headquartered in Wolfeboro, New Hampshire for approximately $124.1 million in cash and stock. Consummation of the agreement is subject to the approval of the shareholders of Community, as well as various regulatory agencies. The acquisition is expected to close in the fourth quarter of 2007. As a result of the transaction, Community will merge with and into Ocean National Bank, a Chittenden subsidiary.

In announcing the agreement, Paul A. Perrault, Chittenden's Chairman, President and Chief Executive Officer, said, "We have long admired Community Bank & Trust and look forward to welcoming them into our organization. The bringing together of these two institutions dedicated to outstanding customer service will benefit both our customers and employees."

Bradford W. Gile, Chairman of Community Bank & Trust Company, commented, "We look forward to our merger with Ocean and the opportunity to offer our customers the expanded banking products and services that Ocean offers." Peter B. Alden, President and Chief Executive Officer of Community added, "We are pleased to become a part of Ocean and are confident that we will continue to provide the high level of personal service our customers have come to expect at Community Bank."

Under the terms of the merger agreement, assuming all options will be cashed out at closing, shareholders of Community can elect to receive $33.37 per share in cash, with total cash consideration of approximately $33.4 million, or 1.1293 shares of Chittenden common stock for each share of Community Bank & Trust Company stock they own, with total stock consideration of approximately 3.1 million shares of Chittenden common stock. Elections will be subject to allocation procedures that are intended to ensure that 75% of the Community common stock outstanding immediately prior to consummation of the merger will be converted to Chittenden common stock. The transaction is intended to qualify as a reorganization for federal income tax purposes, and as a result, the shares of Community common stock exchanged for shares of Chittenden common stock are expected to be transferred on a tax-free exchange basis.

Chittenden was advised by SMH Capital, Inc., and its legal counsel, Goodwin Procter LLP. Community was advised by, McConnell Budd & Romano, and its legal counsel was Cranmore, FitzGerald & Meaney.

Community Bank & Trust Company had total assets of $426 million, deposits of $344 million, and $45 million of stockholders' equity at March 31, 2007. Community had $400 million in gross loans at March 31, 2007, of which $246 million were commercial loans and $153 million were residential real estate loans. Community presently operates 8 banking offices in New Hampshire in the following towns: Wolfeboro, Exeter, Derry, Nashua, Plaistow, Hampstead, Hampton and Melvin Village, and has a loan production office in Dover.

Chittenden is a bank holding company headquartered in Burlington, Vermont. Through its subsidiary banks(1), Chittenden offers a broad range of financial products and services to customers throughout Northern New England, Massachusetts and Connecticut, including deposit accounts and services; commercial and consumer loans; insurance; and investment and trust services to businesses, individuals, and the public sector.