Webster to Acquire NewMil Bancorp, Deepens Its Connecticut Franchise
25 4월 2006 - 11:28PM
Business Wire
Webster Financial Corporation (NYSE: WBS), the holding company for
Webster Bank, N.A., today announced that it has reached a
definitive agreement to acquire NewMil Bancorp, Inc. (NASDAQ:
NMIL), headquartered in New Milford, Connecticut. NewMil Bancorp is
the holding company for NewMil Bank, a state-chartered savings bank
with $873 million in assets at December 31, 2005 and 20 branches in
Connecticut. Under the terms of the agreement, Webster Financial
Corporation will acquire NewMil Bancorp through a tax-deferred,
stock-for-stock exchange of all of the outstanding shares of NewMil
Bancorp's common stock. NewMil Bancorp shareholders will receive
$41.00 in Webster common stock for each share of NewMil Bancorp
common stock so long as Webster's average stock price (as defined
in the agreement) is between $44.85 and $50.25 per share. If the
average Webster stock price is below $44.85, the exchange ratio
will be fixed at .9142. If the average Webster stock price is above
$50.25, the exchange ratio will be fixed at .8159. Based on
Webster's closing stock price on April 24, 2006, the transaction
has an aggregate value of approximately $172.5 million. "Our
partnership with NewMil Bancorp is a combination of like-minded
institutions that share a vision to be the region's leading
financial service provider," stated Webster chairman and chief
executive officer James C. Smith. "This alliance unites us with our
highly respected partner while deepening Webster's presence in
Litchfield, New Haven and Fairfield Counties. We know well
Connecticut's markets and customers." NewMil Bank and Webster Bank
will merge operations, and existing NewMil Bank branches will be
renamed as branches of Webster Bank. NewMil chairman, president and
chief executive officer Francis J. Wiatr said, "This agreement
creates significant value for NewMil's shareholders, customers and
the communities we serve. In joining with Webster, we are
strengthening a powerful regional franchise that has become the
largest independent bank headquartered in New England. This
partnership will provide our customers access to a broader array of
financial services from the same employees they've come to know and
trust." As part of the transaction, Webster plans to repurchase in
open market transactions up to 20% of the deal value, which results
in marginal accretion to its diluted GAAP earnings per share in
2007. The closing of the transaction, which is subject to customary
closing conditions, including approval of regulatory authorities
and NewMil Bancorp's shareholders, is expected to occur in the
fourth quarter of 2006. After the merger, NewMil's board of
directors will serve as an advisory board to Webster Bank, with
Francis J. Wiatr serving as its chairman. MG Advisors, Inc. and
Keefe, Bruyette & Woods, Inc. served as financial advisors to
NewMil Bancorp. Webster Financial Corporation is the holding
company for Webster Bank, National Association and Webster
Insurance. With $17.9 billion in assets, Webster provides business
and consumer banking, mortgage, insurance, financial planning,
trust and investment services through 158 banking offices, 306
ATMs, telephone banking and the Internet. Webster Bank owns the
asset-based lending firm Webster Business Credit Corporation, the
insurance premium finance company Budget Installment Corp., Center
Capital Corporation, an equipment finance company headquartered in
Farmington, Connecticut and provides health savings account trustee
and administrative services through HSA Bank, a division of Webster
Bank. For more information about Webster, including past press
releases and the latest annual report, visit the Webster website at
www.websteronline.com. NewMil Bancorp is the parent company of
NewMil Bank, a full service community bank headquartered in New
Milford, Connecticut. The Bank, which has served western
Connecticut since 1858, operates 20 full-service banking branches
throughout Litchfield, Fairfield and New Haven Counties. THIS PRESS
RELEASE DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES FOR SALE.
THE OFFERING OF WEBSTER COMMON STOCK WILL BE MADE ONLY BY MEANS OF
A PROSPECTUS IN ACCORDANCE WITH FEDERAL LAW AND APPLICABLE STATE
SECURITIES LAWS. THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUT ANY SECURITIES.
Forward-Looking Statement This press release contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements include, but are not limited to, statements regarding
the benefits of the NewMil Bancorp acquisition, including future
business opportunities and financial results, and the companies'
intentions with respect to the combined company. These
forward-looking statements are based upon current beliefs and
expectations and are subject to business, economic and other
uncertainties and contingencies, many of which are beyond our
control. Actual results may differ materially from the anticipated
results as a result of various factors, including among others: (1)
the failure to successfully integrate the two companies'
businesses, or to integrate them in a timely manner; (2) the
failure to achieve anticipated cost savings, or to achieve such
savings in a timely manner; (3) costs, customer loss and business
disruption in connection with the acquisition or the integration of
our companies may be greater than expected; (4) failure to obtain
governmental approvals without adverse regulatory conditions; (5)
difficulties associated with achieving expected future financial
results; and (6) failure of the NewMil Bancorp stockholders to
approve the acquisition. Additional factors that could cause actual
results to differ materially from those expressed in the
forward-looking statements, including those relating to the
businesses of Webster and NewMil generally, are discussed in
Webster's and NewMil's reports filed with the SEC (accessible on
the SEC website at http://www.sec.gov, on Webster's website at
http://websteronline.com and on NewMil's website at
http://www.newmil.com). Webster and NewMil do not undertake any
obligation to update any forward-looking statements to reflect
changes in beliefs, expectations or events. Solicitation
Information The proposed transaction will be submitted to NewMil
Bancorp stockholders for their consideration. Webster and NewMil
will file with the SEC a registration statement, a proxy
statement/prospectus and other relevant documents concerning the
proposed transaction with the SEC. Stockholders of NewMil are urged
to read the registration statement and the proxy
statement/prospectus when it becomes available and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important
information. You will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing
information about Webster and NewMil at the SEC's Internet site
(http://www.sec.gov). Copies of the proxy statement/prospectus and
the SEC filings that will be incorporated by reference in the proxy
statement/prospectus can be obtained, without charge, by directing
a request to Terrence K. Mangan, Senior Vice President/Investor
Relations, Webster Financial Corporation, Webster Plaza, Waterbury,
CT 06702 (203) 578-2318 or to B. Ian McMahon, Executive Vice
President and CFO, NewMil Bancorp, PO Box 600, New Milford, CT
06776-0600 860-355-7630. NewMil and its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the stockholders of NewMil in connection with the
proposed merger. Information about the directors and executive
officers of NewMil and their ownership of NewMil Bancorp common
stock is set forth in the proxy statement, dated March 24, 2006,
for NewMil's 2006 annual meeting of stockholders, as filed with the
SEC on Schedule 14A. Additional information regarding the interests
of such participants may be obtained by reading the proxy
statement/prospectus when it becomes available. For more investor
relations information, please visit www.wbst.com.
Newmil Bancorp (NASDAQ:NMIL)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Newmil Bancorp (NASDAQ:NMIL)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024