Camden National Corporation · NASDAQ:CAC
Camden National — Merger or Acquisition (March 2015)
16 slides from Camden National's merger presentation, Mar 30, 2015
Slide 1: Creating Maine's Strongest Banking Franchise
Creating Maine’s Strongest Banking Franchise March 30, 2015 NASDAQ : CAC 1 A cquisition of SBM Financial, Inc. / . .
Slide 2: Forward Looking Statements
Forward Looking Statements Certain statements contained in this Current Report on Form 8 - K that are not statements of historical fact constitute forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about the proposed merger of Camden National Corp
Slide 3: Additional Information and Where to Find It
Additional Information and Where to Find It In connection with the proposed merger, Camden National will file with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S - 4 that will include a Proxy Statement of SBM and Camden National and a Prospectus of Camden, as well
Slide 4: Creating Maine's strongest banking franchise
Source: SNL Financial. Deposit data as of June 2014. • Assets: $3.6 billion • Loans: $2.4 billion • Deposits: $2.6 billion • Annualized revenue: $150 million • Branches: 68 plus lending offices • Market capitalization: approximately $390 million • NASDAQ: CAC 4 Camden National (44 branches) SBM Fina
Slide 5: About SBM Financial / The Bank of Maine
5 History • Founded in 1834 • 2008 - 2009 Financial Crisis : The bank struggled with operating losses, rising NPAs, subject to a C&D order • 2010 Recap / Turnaround : The Bank raised $60 million of new capital, brought in a new management team led by CEO John Everets, and appointed a new Board of Di
Slide 6: Merger Benefits
6 Strategically Compelling ▪ Creates Maine’s leading independent bank ▪ Expands presence in higher growth Southern Maine markets ▪ Adds strong, low cost deposits increasing deposit market share to 10.6% from 7.9% 1 Financially Attractive ▪ Mid - teens EPS accretion in 2016 and beyond ▪ Tangible Book
Slide 7: Strategic Rationale
Strategic Rationale • Creates Maine’s leading independent bank • Expands presence in higher growth southern Maine markets and enhances capacity in existing footprint • The Bank of Maine has a large, stable, and low cost deposit base • Healthcare and mortgage businesses provide new sources of growth
Slide 8: Transaction Overview
(1) Based on CAC closing price of $38.60 on March 27, 2015. 8 Deal Value: ▪ Aggregate deal value of $135 million 1 ▪ Per share deal value of $208.60 1 Consideration Mix: ▪ 80% stock / 20% cash ▪ 5.421 exchange ratio or $206.00 in cash ▪ Represents approximately 2.8 million CAC shares and $26 million
Slide 9: Financial Impact
9 Financial Impact ▪ 14% EPS accretion in 2016 (first full year); mid - teens accretive in 2017 and beyond ▪ TBV per share dilution of 13.6% at closing with earnback of 5 years 1 ▪ IRR of 15%+ ▪ Pro forma Tangible Common Equity to Tangible Assets at close: 7.0% Key Assumptions ▪ Cost savings of appr
Slide 10: Summary
Summary • Accelerates our expansion into higher growth Southern Maine markets • Enhances franchise through added scale, density and low cost deposits • Healthcare and mortgage businesses represent new sources of growth • Financially attractive transaction • Low execution risk – compatible culture an
Slide 11: Appendix
11 Appendix
Slide 12: About Camden National
(50%) 0% 50% 100% 150% 200% 250% '99 '00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 216% $8.57 $26.52 $0.00 $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 '99 '00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 $1.27 $3.28 $0.00 $1.00 $2.00 $3.00 $4.00 '99 '00 '01 '02 '03 '04 '05
Slide 13: Combined franchise balance sheet and profitability
13 ($ in millions) Balance Sheet 1 ▪ Assets ▪ Loans ▪ Deposits ▪ Loans / Assets ▪ Loans / Deposits $2,790 $1,773 $1,932 64% 92% $806 $638 $658 78% 97% $3,596 $2,411 $2,590 67% 93% Profitability Ratios 2 ▪ Return on Assets ▪ Return on Tang. Equity ▪ Net Interest Margin ▪ Efficiency Ratio ▪ Fee Income
Slide 14: Loan and Deposit Composition
Transaction 21% MMDA / Savings 59% Retail CDs 11% Jumbo CDs 9% Transaction 27% MMDA / Savings 43% Retail CDs 16% Jumbo CDs 14% Transaction 23% MMDA / Savings 55% Retail CDs 12% Jumbo CDs 10% C&I 11% OwnerOcc - CRE 17% Other CRE 16% 1 - 4 Family 39% HE + Consumer 11% Other 5% C&I 19% OwnerOcc - CRE 1
Slide 15: Branch Network and Deposit Market Share
Source: SNL Financial. Deposit data as of June 2014. 15 Camden National (44 branches) SBM Financial (24 branches) 1 - mi overlap: 8 branches | 33% ($ in millions) Rank Institution DepositsBranches Market Share % 1 Toronto-Dominion Bank $3,170 50 13.3 2 KeyCorp 2,998 53 12.6 Camden + SBM 2,521 68 10.
Slide 16: Camden National Corporation
@) Camden National Corporation