Chittenden Corporation and Community Bank & Trust Company , 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.
Under the terms of the merger agreement 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. 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.