Camden National Corporation · NASDAQ:CAC
Camden National — Merger or Acquisition (April 2012)
24 slides from Camden National's merger presentation, Apr 24, 2012
Slide 1: Acquisition of 15 Maine Branches
Acquisition of 15 Maine Branches April 24, 2012
Slide 2: Safe Harbor Statement
Safe Harbor Statement The information presented may contain forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based upon current beliefs and expectations and are subject to significant risks and uncertainties (some of which
Slide 3: Camden National Corporation Profile
Camden National Corporation Profil e • Founded 1875 in Camden, Maine as Camden National Bank • Formation of Camden National Corporation in 1984 • Listed on AMEX 10/7/97 Transferred to NASDAQ 1/2/08 • Market Capitalization of $255 million (NASDAQ:CAC) as of 4/20/12 • 2nd largest independent community
Slide 4: Core Strengths
Core Strengths • Measured growth and expanding customer base • Solid earnings performance • Disciplined risk management culture • Steady shareholder returns 3
Slide 5: Measured Growth and Expanding Customer Base
4 Measured Growth and Expanding Customer Base Asset Growth History $0 $500 $1,000 $1,500 $2,000 $2,500 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Total Assets (in millions) KSB Bancorp $ 179 million United Corp. $ 55 million Key Bank 4 Branches $ 54 mil
Slide 6: Solid Earnings Performance
Solid Earnings Performance • Consistent , top - quartile performance against Northeast and National peer groups • Driven to create consistent returns for our shareholders • Efficient operations focused on revenue generation Proxy Peer – Average of 20 publicly traded commercial and savings banks in t
Slide 7: Disciplined Risk Management Culture
Disciplined Risk Management Culture 14.64% 12.32% 13.49% 15.05% 15.95% 8.00% 10.00% 12.00% 14.00% 16.00% 18.00% 2007 2008 2009 2010 2011 6 0.64% 0.71% 1.13% 1.08% 1.27% 0.00% 1.00% 2.00% 3.00% 4.00% 5.00% 2007 2008 2009 2010 2011 Home Equity / Consumer 13% Investment Securities 29% Residential Mortg
Slide 8: Steady Shareholder Returns
7 Steady Shareholder Returns Source: SNL Financial $1.27 $1.38 $1.27 $1.69 $1.89 $2.11 $2.38 $2.53 $2.80 $2.93 $3.09 $2.00 $2.98 $3.23 $3.41 $. 45 $. 55 $. 60 $. 63 $. 64 $. 68 $. 72 $. 80 $1.30 $. 88 $. 96 $. 99 $1.00 $1.00 $1.50 $0.00 $0.50 $1.00 $1.50 $2.00 $2.50 $3.00 $3.50 $4.00 1997 1998 1999
Slide 9: Acquisition of Maine Branches from Bank of America
Acquisition of 15 Maine Branches from Bank of America “Strategically compelling and financially attractive opportunity to expand and strengthen Camden National’s franchise, while deepening our commitment to our existing markets.” Gregory A. Dufour President and Chief Executive Officer 8
Slide 10: Unique Expansion Opportunity
Unique Expansion Opportunity • Strategically Compelling • Contiguous expansion – I - 95 corridor fills - out footprint • Increase market share in Maine from 7.22% to 9.13% • Adds $414 million in core deposits and 15 branches • Financially Attractive • Projected 2013 Operating EPS accretion of 12% •
Slide 11: Strategically Compelling: Contiguous Expansion
10 Source: SNL Financial Strategically Compelling Contiguous Expansion Fills in Camden National’s footprint and increases the total branch network from 38 to 53 banking locations
Slide 12: Strategically Compelling: Deposit Share – State of Maine
Strategically Compelling Deposit Share – State of Maine (FDIC Data) Camden National Bank , 7.22% Bank of America, 7.77% Bangor Savings Bank, 8.45% Key Bank, 11.34% TD Bank, 15.91% TD Bank, 15.91% Key Bank, 11.34% Camden National Bank, 9.13% Bank of America, 5.86% As of 6/30/11 Pro Forma Move from #5
Slide 13: Strategically Compelling: County Deposit Share
Strategically Compelling County Deposit Share (FDIC Data 6/30/11) 12 Source: SNL Financial • Androscoggin County • Deposit share position moves from #8 to #4 • Kennebec County • F rom no presence to #5 • Penobscot County • Deposit share position moves from #7 to #3
Slide 14: Add $414 Million in Core Deposits
Strategically Compelling Add $414 million in core deposits with an average cost of 0.31% CDs 32% Non - Interest Bearing 16% NOWs, MMDA and Savings 52% Camden National $1.6 Billion at 12/31/11 CDs 23% Non - Interest Bearing 39% NOWs, MMDA and Savings 38% BoA Branches $414 Million at 12/31/11 CDs 30%
Slide 15: Financially Attractive: Pro Forma Financial Metrics
Financially Attractive Pro Forma Financial Metrics 14 Earnings Per Share Accretion • 11 - 12% accretive to 2013 EPS • 13 - 14% accretive to 2014 EPS Tangible Book Value per Share • Tangible book value per share dilution of 8 - 9 % at close • 3 - 4 year earn back period Attractive Comparative Pricing
Slide 16: Low Risk
Low Risk Management has successful integration track record • CEO, Gregory A. Dufour, has 25 years of banking experience and has direct experience in several acquisitions and conversion projects in addition to his Camden National experience . • CFO, Deborah A. Jordan, has 20 years of banking experie
Slide 17: Transaction Summary
Transaction Summary 16 Transaction Scope • Attractive, low cost deposit franchise with 15 branch locations and $414 million in deposits; $14 million in business loans Deposit Premium • 3.706% or $15.3 million Branch Divestiture • Potential Rockland branch divestiture Capital Issuance • None required
Slide 18: Awards and Recognition
17 “Financial Institution of the Year” by Finance Authority of Maine November, 2011 KBWs prestigious “ Bank Honor Roll” March, 2012 Forbes one of “America’s Most Trustworthy Companies ” March, 2012
Slide 19: Appendix
Appendix 18
Slide 20: Pro Forma Capital & Liquidity Impact
Pro Forma Capital & Liquidity Impact Ratios Camden National (12/31/11) Pro Forma (At Close) Tangible Common Equity / Tangible Assets 7.7% 6.2% - 6.6% Total Risk Based Capital 16.0% 13.4% - 13.8% Tier 1 Leverage Ratio 9.6% 7.6% - 8.0% Loans / Deposits 96% ~80% Deposits / Total Liabilities 76% ~80% 19
Slide 21: Deposit Share – State of Maine (FDIC Data 6/30/11)
Deposit Share – State of Maine (FDIC Data 6/30/11) 20 Source: SNL Financial In-Market In-Market Market 1-Yr Dep. 5-Yr Dep. Rank Institution HQ City HQ State Type Branches Deposits ($000) Share (%) Growth CAGR 1 Toronto-Dominion Bank Toronto Canada Bank 55 3,449,640 15.91 31.28 28.10 2 KeyCorp (OH) C
Slide 22: Pro Forma Deposit Share by County
Pro Forma Deposit Share by County (FDIC Data 6/30/11 ) 21 KNOX COUNTY ANDROSCOGGIN COUNTY KENNEBEC COUNTY PENOBSCOT COUNTY Source: SNL Financial Rank Company Market Branches Market Deposits ($000) Market Share (%) 1 PRO FORMA 7 $676,441 63.07 1 Camden National Bank 6 645,837 60.21 2 Toronto-Dominion
Slide 23: County Deposit Share
County Deposit Share Penobscot County Kennebec County Androscoggin County Knox County State of Maine Deposit Market Share Pre - Acquisition 5.1% - 4.3% 60.2% 7.2% Post - Acquisition 12.2% 6.5% 11.0% 63.1% 9.1% Ranking Post - Acquisition 3 rd 5 th 4 th 1 st 3 rd County Deposits $2.1B $2.0B $1.2B $1.1
Slide 24: Awards and Recognition
23 “Financial Institution of the Year” by Finance Authority of Maine November, 2011 KBWs prestigious “ Bank Honor Roll” March, 2012 Forbes one of “America’s Most Trustworthy Companies ” March, 2012