WATERBURY, Conn.--(BUSINESS WIRE)--June 5, 2003--Webster Financial
Corporation (NYSE:WBS), the holding company for Webster Bank, today
announced that it has reached a definitive agreement to acquire North
American Bank and Trust Company (Nasdaq:NAMB), in a combination cash
and stock transaction valued at approximately $30 million, or $11.25
per common share of North American stock.
In the acquisition, North American Bank shareholders will receive
0.1503 shares of Webster common stock and $5.625 in cash for each
share of North American common stock. To the extent available, North
American stockholders also will be able to elect to receive solely
shares of Webster common stock or cash in the transaction.
"Webster's partnership with North American Bank advances our
highly compatible strategies and creates intrinsic value for our
collective shareholders," stated Webster chairman and chief executive
officer, James C. Smith. "We'll make the transition for North
American's customers convenient and seamless, and we will strive to
meet their financial needs with our established commitment to
exceptional service and products."
North American Bank is a state-chartered, commercial bank with
$195 million in assets and 8 offices in the Greater Waterbury region.
North American's branch offices are located in Bristol, Monroe,
Stratford, Waterbury, Wolcott and Wethersfield.
The purchase price is approximately 1.9 times North American's
tangible book value and represents a 9.6 percent deposit premium. The
acquisition is expected to contribute positively to Webster's earnings
per share in the first year.
"Considering our shared commitment to providing exceptional
service to our customers, Webster is our natural partner," stated
North American Bank president and chief executive officer, Fielding
Moore. "The merger enables North American to align with a partner who
will enhance the services available to our customers without
sacrificing the personal attention and dedication that North American
has always offered. Our board of directors believes that this
partnership benefits the interests of our customers, shareholders and
the communities we serve."
The definitive agreement, which was unanimously approved by North
American's board of directors, is subject to approval by regulatory
authorities and North American's shareholders. Webster expects the
transaction to close in the fourth quarter of 2003.
"When two institutions of the same industry merge to form a
stronger single company, a duplication of jobs and overlapping of
tasks inevitably occurs," stated Webster president and chief operating
officer, William T. Bromage. "Webster has committed to offer positions
to all of North American's branch employees and to seek to fill
Webster's open positions with other North American employees.
Webster's history demonstrates a pattern of successfully placing most
employees affected by mergers."
Webster Financial Corporation is the holding company for Webster
Bank and Webster Insurance. With $14 billion in assets,
Connecticut-based Webster Bank provides business and consumer banking,
mortgage, insurance, trust and investment services through 109 banking
offices, 219 ATMs, a Connecticut-based call center and the Internet.
Webster Financial Corporation is majority owner of Chicago-based Duff
& Phelps, LLC, a leader in financial advisory services. Webster Bank
owns the asset-based lending firm, Whitehall Business Credit
Corporation, Center Capital Corporation, an equipment financing
company headquartered in Farmington, Connecticut and Webster Trust
Company, N.A.
For more information about Webster, including past press releases
and the latest Annual Report, visit the Webster Web site at
www.websteronline.com.
Statements contained in this press release which are not
historical facts are forward-looking statements, as the term is
defined in the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to risks and uncertainties
which could cause actual results to differ materially from those
currently anticipated due to a number of factors, which could include,
but are not limited to, delays in completing the acquisition,
difficulties in achieving cost savings from the acquisition or in
achieving such cost savings within the expected time frame,
difficulties in integrating North American and Webster Bank, as well
as the factors discussed in documents filed by Webster with the
Securities and Exchange Commission from time-to-time.
This document does not constitute an offer of any securities or
sale. Webster will file a prospectus and other documents regarding the
proposed business combination with the Securities and Exchange
Commission. Investors and security holders are urged to read the
prospectus, when it becomes available, because it will contain
important information. Investors and security holders will be able to
obtain the documents free of charge at the SEC's Web site,
www.sec.gov. In addition documents filed with the SEC will be
available free of charge by directing a request to:
Terrence K. Mangan
Senior Vice President, Investor Relations
Webster Financial Corporation
Webster Plaza
145 Bank Street
Waterbury, CT 06720
Telephone: 203/578-2318
North American will be filing a proxy statement and other relevant
documents concerning the merger with the Federal Deposit Insurance
Corporation. Investors and security holders are urged to read the
proxy statement, when it becomes available, because it will contain
important information. Investors will be able to obtain the documents
filed with the FDIC by North American free of charge by directing a
request to:
Fielding Moore
The North American Bank
1320 Grand Street
Waterbury, CT 06702
203/573-4961
CONTACT: Webster Financial Corporation, Waterbury
Clark Finley (media), 203/578-2429
cfinley@websterbank.com
or
Webster Financial Corporation, Waterbury
Terry Mangan (investors), 203/578-2318
tmangan@websterbank.com
SOURCE: Webster Financial Corp.