Banknorth Group Inc
Banknorth — CCBT Financial Companies — Merger or Acquisition (December 2003)
22 slides from Banknorth's merger presentation, Dec 9, 2003
Slide 1: Banknorth Group announces the acquisition of CCBT Financial Companies
Banknorth Group, Inc. announces the acquisition of: CCBT Financial Companies, Inc. Continuing to Extend our Massachusetts Franchise December 9, 2003
Slide 2: Note on Forward-Looking Information
This presentation contains forward-looking statements regarding Banknorth's acquisition of CCBT Financial. These forward-looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements i
Slide 3: A Significant Step Forward
A Significant Step Forward Compelling strategic fit: Quality institution with solid earnings potential Strong demographics High asset quality and very strong low-cost core deposit base Meaningful opportunity to expand CCBT Financial's market penetration by applying Banknorth's broader array of produ
Slide 4: Low Risk and Attractive Transaction
Low Risk and Attractive Transaction Consistent with our long term strategic plan. Significant expansion of our Massachusetts footprint. CCBT Financial's franchise is well-known to Banknorth and we have been following them for several years. CCBT Financial has strong market presence and business line
Slide 5: Transaction Overview - Extending a Winning Strategy
Transaction Overview - Extending a Winning Strategy Deposits Massachusetts 0.364437331 Connecticut 0.131879752 Maine 0.158318155 New Hampshire 0.206225442 Vermont 0.083403935 New York 0.055735386 Pro forma for CCBT Financial, First & Ocean Bancorp and Foxborough Savings Bank Net Loans Massachusetts
Slide 6: Transaction Overview - Extending a Winning Strategy
Transaction Overview - Extending a Winning Strategy CCBT efficiency ratio: 74% Asset based lending and leasing services Cash management Merchant credit card processing Provides significant cross-sell opportunities from the addition of Banknorth's broad array of products: SimplyFree Checking Small bu
Slide 7: Transaction Summary
Transaction Summary Value per CCBT Financial share: $35.00 (1) Aggregate transaction value: $299.2 million (1) Consideration: 100% stock Exchange ratio: Fixed at 1.084 BNK shares per CCBT share Total shares issued: Fixed at 9.3 million BNK shares Cash break-up fee: $12.0 million (4% of transaction v
Slide 8: Transaction Multiples
Transaction Multiples Price / Stated 9/30/03 Book Value Per Share: 259% Price / 9/30/03 Tangible Book Value Per Share: 272% Total Deposit Premium: 18.5% Core Deposit Premium (1): 19.3% Price / 2004 Estimated Earnings Per Share (2): 23.3 x Price / 2004 Adjusted Earnings Per Share (3): 16.2 x CCBT Pro
Slide 9: Transaction Timetable
Transaction Timetable Expected Shareholder Approvals (1): Q1 - 2004 Expected Closing: Q2 - 2004 Expected Systems Conversion: Q2 or Q3 - 2004 (1) Shareholder approval required for CCBT Financial; Banknorth does not require shareholder approval
Slide 10: Building the Dominant Community Banking Franchise in Massachusetts
Extends branch footprint into the attractive Barnstable-Yarmouth MSA Provides #2 market share in Barnstable-Yarmouth MSA Solidifies 4th largest deposit market share in Massachusetts (1) Building the Dominant Community Banking Franchise in Massachusetts Source: SNL Financial. Deposit/market share dat
Slide 11: Building the Dominant Community Banking Franchise in Massachusetts
Building the Dominant Community Banking Franchise in Massachusetts The transaction extends Banknorth's presence into all 12 mainland counties in Massachusetts
Slide 12: Market Characteristics
Market Characteristics Barnstable county is the fastest-growing county on mainland Massachusetts in terms of population The demographics of the markets covered by CCBT Financial are very attractive: Projected Growth in # of Households Projected Population Growth Projected Median Household Income Gro
Slide 13: Gains Presence in Desirable Markets
Gains Presence in Desirable Markets Barnstable-Yarmouth MSA Massachusetts (1) Source: SNL Financial. Deposit/market share data as of June 30, 2003. Note: Banknorth data is pro forma for the announced acquisitions of First & Ocean Bancorp and Foxborough Savings Bank. (1) Excludes non-retail deposits
Slide 14: Summary Financial Overview
Summary Financial Overview Financial data as of 9/30/03, in millions, except per share data; pro forma data is projected for 6/30/04
Slide 15: Low-Cost Deposit Funding
Low-Cost Deposit Funding CCBT Financial's deposit base consists primarily of low-cost core deposits Financial data as of or for the quarter ended 9/30/03 unless otherwise noted, in millions (1) First & Ocean Bancorp and Foxborough Savings Bank costs for the quarter ended June 30, 2003.
Slide 16: Diversified Loan Portfolio
Diversified Loan Portfolio Commercial-related loans comprise 62% of CCBT Financial's loan portfolio Financial data as of 9/30/03, in millions (1) Includes construction and land.
Slide 17: Strong Asset Quality
Strong Asset Quality (1) Excludes loans held for sale. Financial data as of 9/30/03, in millions
Slide 18: Earnings Reconciliation
Earnings Reconciliation (1) Based on average diluted shares outstanding for nine months ended September 30, 2003. Excluding certain items, CCBT Financial is expected to have $1.42 of adjusted earnings per share in 2003 (1) Financial data in thousands, except per share data
Slide 19: Balance Sheet Restructuring
Balance Sheet Restructuring Restructuring CCBT Financial's balance sheet would increase net interest income by approximately $8.6 million pre-tax on an annualized run-rate basis $0.66 impact to full-year EPS (1) Source: CCBT Financial 10-Q for the quarter ended September 30, 2003. (1) Based on avera
Slide 20: Solid Earnings Accretion - GAAP
Solid Earnings Accretion - GAAP (1) Assumes transaction closes on June 30, 2004. (2) 2004 per mean IBES estimate. 2005 grown at 10% EPS growth rate per IBES. Financial data in millions, except per share data
Slide 21: Solid Earnings Accretion - Cash
Solid Earnings Accretion - Cash Financial data in millions, except per share data (1) Assumes transaction closes on June 30, 2004. (2) 2004 per mean IBES estimate. 2005 grown at 10% EPS growth rate per IBES.
Slide 22: Summary
Summary Solid franchise with sound asset quality. Great strategic fit and geographic enhancement. Consistent with our proven acquisition strategy of pursuing attractive in-market or contiguous bank and thrift targets. Low execution risk and conservative cost savings projections. Attractive cross sel
CCBT Financial Companies — Merger or Acquisition (December 2003) on 6ix