Chittenden — Merger or Acquisition (June 2007)
9 slides from Chittenden's merger presentation, Jun 5, 2007
Slide 1: Filed by Chittenden Corporation Pursuant to Rule 425
Filed by Chittenden Corporation Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Community Bank & Trust Company FDIC Certificate Number 33011 This filing relates to the proposed acquisition of Community Bank & Trust Company by Chittenden Corporation, as announced by the parties
Slide 2: Acquisition of Community Bank & Trust Company
CHITTENDENII CORPORA T Acquisition of bi am) Community Bank Spee) & Trust Company June 4, 2007 Chittenden Seer ecceaerts AA Merrill Bank = FLAGSHIP BANK MAINE BANK & TRUST Oceans baw for maine prople «
Slide 3: Transaction Rationale
Transaction Rationale Consistent with our long-term strategic plan Logical expansion of Chittenden’s existing New Hampshire presence •Franchise Enhancing Strengthens Chittenden as the 4th largest New Hampshire bank ranked by deposits Community Bank & Trust will be merged into Ocean National Bank Com
Slide 4: CHZ (NH) / CBNH
CHZ (NH) / CBNH . _ BBeme on HACHEUT Cup. Adiiglits VeSér veut
Slide 5: Chittenden Corporation Pro Forma Assets by State
Chittenden Corporation Pro Forma Assets by State 3/31/2002 3/31/07 as reported 3/31/07 Pro Forma VT MA NH ME 3/31/2002 3/31/2007 3/31/2007 As Reported As Reported Pro Forma Vermont 54% 46% 41% Massachusetts 25% 23% 20% New Hampshire* 9% 20% 23% Maine* 12% 11% 16% Total Assets 100% 100% 100% *Include
Slide 6: Summary of Significant Terms
Summary of Significant Terms Purchase Price: $33.37 per share Transaction Value: $124.1 million Transaction Structure: 75%/25% stock/cash mix Exchange Ratio: Fixed at 1.1293 Chittenden shares for each Community Bank & Trust Company share Estimated Cost Savings: 25% of Community Bank & Trust expenses
Slide 7: Balance Sheet Highlights
Balance Sheet Highlights March 31, 2007 ($ in millions,except per share amounts) Chittenden Community Bank Pro Forma Corporation (1) & Trust Company Combined (2) Assets $7,098 $426 $7,575 Investments 1,254 7 1,225 Loans 5,139 398 5,537 Deposits 5,879 344 6,223 Equity 731 47 827 Goodwill 289 0 368 CD
Slide 8: Balanced Loan Portfolio; Diversified Sources of Funding
Balanced Loan Portfolio March 31, 2007 (in millions) Chittenden % of Community Bank % of Pro forma % of Corporation * Total & Trust Company Total Combined Total Commercial $1,568 31% $20 5% $1,588 29% Commercial RE 2,092 41% 196 49% 2,288 41% Residential RE 827 16% 149 37% 976 18% Consumer 629 12% 3
Slide 9: Forward-looking statements
This presentation contains statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are intended to be covered by the safe harbor provisions fo