Amended and Restated Bank Merger Agreement between The Berlin City Bank and The Pemigewasset National Bank of Plymouth

Contract Categories: Mergers & Acquisitions › Merger Agreements
Summary

This agreement is between The Berlin City Bank (BCB) and The Pemigewasset National Bank of Plymouth (PNB), both subsidiaries of Northway Financial, Inc. It outlines the merger of PNB into BCB, with BCB as the surviving entity, which will be renamed Northway Bank. The agreement specifies the terms of the merger, including the cancellation of PNB shares, the transfer of assets and liabilities to BCB, and the appointment of BCB’s current directors and officers to the new entity. The merger is subject to regulatory approvals and may be terminated under certain conditions.

Read More Arrow
EX-2.1 2 ex99_21-63143.txt AMENDED MERGER AGREEMENT Exhibit 2.1 Amended and Restated Bank Merger Agreement and Contract for Union AMENDED AND RESTATED BANK MERGER AGREEMENT AND CONTRACT FOR UNION AMENDED AND RESTATED BANK MERGER AGREEMENT AND CONTRACT FOR UNION, dated July 7, 2005 (the "Agreement"), pursuant to the Revised Statutes Annotated of the State of New Hampshire (the "NHRSA") and Section 215a of the National Bank Act (the "NBA"), by and between The Berlin City Bank, a New Hampshire-chartered trust company ("BCB"), and The Pemigewasset National Bank of Plymouth, New Hampshire, a national banking association ("PNB"). WHEREAS, BCB and PNB are both wholly owned subsidiaries of Northway Financial, Inc. ("NFI"); WHEREAS, BCB, PNB and NFI all have concluded that, to achieve certain marketing, branding and cost efficiencies, the merger of PNB into BCB (the "Bank Merger") is desirable and advantageous; WHEREAS, BCB and PNB, to effect the Bank Merger, entered into a Bank Merger Agreement and Contract for Union, dated as of May 31, 2005 (the "Original Agreement"); and WHEREAS, BCB, PNB and NFI have determined that it is in the best interests of BCB and PNB to amend the Original Agreement to reflect a change in the Effective Time of the Agreement from 8:59 a.m. to 8:29 a.m. on October 1, 2005, but that all other terms of the Agreement and Contract should and shall remain unchanged. NOW, THEREFORE, for $1 and other good and valuable consideration, the sufficiency of which is hereby acknowledged by both parties, BCB and PNB hereby agree as follows: ARTICLE I THE BANK MERGER 1.01 THE BANK MERGER. The constituent corporations to the Bank Merger shall be BCB and PNB. Subject to the terms and conditions of this Agreement, in accordance with Chapter 388 of the NHRSA and Section 215a of the NBA, each as in effect at the Effective Time (as defined in Section 1.02 hereof), PNB shall merge with and into BCB. BCB shall be the surviving corporation (sometimes referred to herein as the "Surviving Bank") of the Bank Merger and shall continue its corporate existence as a New Hampshire-chartered trust company under the NHRSA following consummation of the Bank Merger. Upon consummation of the Bank Merger, the separate corporate existence of PNB shall cease. 1.02 EFFECTIVE TIME. The Bank Merger shall become effective on the date that this Agreement is filed with the Secretary of State of the State of New Hampshire or on such other date as is designated in the filing. The term "Effective Time" shall be the date and time when the Bank Merger becomes effective. BCB and PNB will use their respective best efforts to cause the Effective Time of the Bank Merger to be at 8:29 a.m. (which is before the opening of business) on October 1, 2005. 1.03 EFFECTS OF THE BANK MERGER. At and after the Effective Time, the Bank Merger shall have the effects provided herein and set forth in the applicable provisions of the NHRSA. Without limiting the generality of the foregoing and subject thereto, all the property, rights, privileges, powers and franchises of PNB and BCB shall vest in BCB as the Surviving Bank, and all debts, liabilities (including deposit liabilities), obligations, restrictions, disabilities and duties of PNB and BCB shall become the debts, liabilities (including deposit liabilities), obligations, restrictions, disabilities and duties of BCB as the Surviving Bank. 1.04 ARTICLES OF AGREEMENT. At the Effective Time, the Articles of Agreement of BCB, as in effect immediately prior to the Effective Time, shall be the Articles of Agreement of BCB as the Surviving Bank, until thereafter amended in accordance with applicable law and such Articles of Agreement. 1.05 BY-LAWS. At the Effective Time, the By-Laws of BCB, as in effect immediately prior to the Effective Time, shall be the By-Laws of the Surviving Bank until thereafter amended in accordance with applicable law, the Articles of Agreement of the Surviving Bank and such By-Laws. 1.06 NAME. At the Effective Time, the name of the Surviving Bank shall be changed to "Northway Bank," until thereafter changed in accordance with applicable law and the Articles of Agreement of the Surviving Bank. 1.07 CAPITAL STOCK. Unless otherwise determined by BCB prior to the Effective Time by delivery to PNB of an addendum to this Agreement, from and after the Effective Time, the total number of shares and the par value of each class of stock that the Surviving Bank shall be authorized to issue shall be one hundred fifty thousand (150,000) shares of common stock, par value $5.00 per share and fifty thousand (50,000) shares of preferred stock, par value $1.00 per share, until thereafter amended in accordance with applicable law and the Articles of Agreement of the Surviving Bank. 1.08 DIRECTORS AND OFFICERS. At the Effective Time, the initial directors and officers of the Surviving Bank shall be the directors and officers of BCB immediately prior to the Effective Time. The senior executive officers and directors of the Surviving Bank at the Effective Time shall be those named on Schedule A attached hereto, each to hold office in accordance with the Articles of Agreement and By-Laws of the Surviving Bank until their respective successors are duly elected or appointed and qualified. 1.09 MAIN OFFICE. At the Effective Time, the main office of the Surviving Bank shall be located in Berlin, New Hampshire. ARTICLE II CANCELLATION OF SHARES Each share of common stock, par value $25.00 per share, of PNB issued and outstanding immediately prior to the Effective Time shall, by virtue of the Bank Merger and without any action on the part of the holder thereof, be canceled. ARTICLE III REPRESENTATIONS Each of BCB and PNB represents that this Agreement has been duly authorized, executed and delivered by such party and constitutes a legal, valid and binding obligation of such party, enforceable against it in accordance with the terms hereof. ARTICLE IV CONDITIONS TO CLOSING Consummation of the Bank Merger contemplated hereunder is conditioned upon the satisfaction of all conditions set forth below: (i) that all representations of BCB and PNB remain true, or any breach thereof has been cured in accordance with Article V (ii) herein; (ii) that all approvals required for the consummation of the Bank Merger from the Federal Deposit Insurance Corporation ("FDIC") shall have been obtained; (iii) that all approvals required for the consummation of the Bank Merger from the Commissioner of the New Hampshire Banking Department (the "Commissioner") shall have been obtained and that modifications, if any, to the terms and conditions of this Agreement prescribed by the Commissioner shall have been made. ARTICLE V TERMINATION This Agreement may be terminated and the Bank Merger and the other transactions contemplated by the Agreement may be abandoned at any time prior to the Effective Time: (i) by mutual consent of BCB and PNB; (ii) by either BCB or PNB for a material breach on the part of the other party of any representation, warranty or covenant contained in the Agreement that (a) is not cured within 30 days after the giving of written notice to the breaching party of such breach or (b) by its nature cannot be cured prior to the Effective Time; and (iii) by either BCB or PNB if an approval of either of the FDIC or the Commissioner required for consummation of the Bank Merger is denied by final, nonappealable action of the FDIC or the Commissioner, as the case may be, or if any governmental entity of competent jurisdiction has issued a final, nonappealable order enjoining or otherwise prohibiting the consummation of the Bank Merger. IN WITNESS WHEREOF, BCB and PNB have each caused this Agreement to be executed as a sealed instrument by their duly authorized officers as of the day and year first above written. THE BERLIN CITY BANK By: -------------------------------------- Name: William J. Woodward Title: Chairman, President and Chief Executive Officer Attest: By: -------------------------------------- - ------------------------- Name: Richard P. Orsillo Joseph N. Rozek Title: Chief Financial Clerk Officer and Treasurer THE PEMIGEWASSET NATIONAL BANK OF PLYMOUTH, NEW HAMPSHIRE By: -------------------------------------- Name: William J. Woodward Title: President and Chief Executive Officer Attest: - ------------------------- Joseph N. Rozek By: -------------------------------------- Assistant Secretary Name: Richard P. Orsillo Title: Chief Financial Officer and Treasurer Schedule A Senior Executive Officers and Directors of Northway Bank (Subsequent to the Merger)
Senior Executive Officers: - ---------------------------------------------------------------------------------------------------------------------- Years Experience - ---------------------------------------------------------------------------------------------------------------------- Name Title NWFI & Banking Affiliates - ---------------------------------------------------------------------------------------------------------------------- William J. Woodward Chairman, President & CEO 30 30 - ---------------------------------------------------------------------------------------------------------------------- Robert F. Howe SVP/Retail Lending 6 40 - ---------------------------------------------------------------------------------------------------------------------- Ronald P. Goudreau SVP/Operations Officer 17 29 - ---------------------------------------------------------------------------------------------------------------------- Richard J. Brunelle SVP/Senior Lender Commercial 14 39 - ---------------------------------------------------------------------------------------------------------------------- John A. Gobel SVP/Senior Technology Officer 1 6 - ---------------------------------------------------------------------------------------------------------------------- Richard P. Orsillo SVP/CFO & Treasurer 6 35 - ---------------------------------------------------------------------------------------------------------------------- John H. Stratton, Jr. SVP/Retail Banking 15 34 - ---------------------------------------------------------------------------------------------------------------------- Joseph N. Rozek Clerk 33 33 - ---------------------------------------------------------------------------------------------------------------------- Directors: - ---------------------------------------------------------------------------------------------------------------------- Shares of Holding Company Common Stock Owned at Name Address Principal Occupation 4/1/05 - ---------------------------------------------------------------------------------------------------------------------- Fletcher W. Adams 9 Main Street Vice-Chairman of the Board, Berlin, NH 03570 Northway Financial, Inc,; Chairman of the Board, The Pemigewasset National Bank of Plymouth, New Hampshire 54,500 - ---------------------------------------------------------------------------------------------------------------------- Frederick C. Anderson 579 Tenney Mountain Highway President & CEO, NH Electric Plymouth, NH 03264 Cooperative, Inc. 1,145 - ---------------------------------------------------------------------------------------------------------------------- Stephen G. Bouche 35 Meadowbrook Drive Chief Executive Officer and Milford, MA 03055 Chairman of the Board, Airmar Technology Corp. 250 - ---------------------------------------------------------------------------------------------------------------------- Arnold P. Hanson, Jr. PO Box 67 President, Isaacson 40 Jericho Road Structural Steel, Inc. Berlin, NH 03570 19,312 - ---------------------------------------------------------------------------------------------------------------------- Barry J. Kelly PO Box 7 President, White Mountain 30 East Milan Road Lumber, Co. Berlin, NH 03570 42,439 - ---------------------------------------------------------------------------------------------------------------------- Randall G. Labnon PO Box 220 General Manager, Town & Gorham, NH 03581 Country Motor Inn 3,072 - ---------------------------------------------------------------------------------------------------------------------- John H. Noyes PO Box 420 President, Noyes Insurance 63 Main Street Agency, Inc.; President, Plymouth, NH 03264 Central Square Insurance, Inc. 22,708 - ---------------------------------------------------------------------------------------------------------------------- Brien L. Ward PO Box 1 Attorney 74 Cottage Street Littleton, NH 03561 167 - ---------------------------------------------------------------------------------------------------------------------- William J. Woodward 9 Main Street Chairman of the Board, Berlin, NH 03570 President, Chief Executive Officer, Northway Financial, Inc. and The Berlin City Bank; Chief Executive Officer and President, The Pemigewasset National Bank of Plymouth, New Hampshire 89,088 - ----------------------------------------------------------------------------------------------------------------------