Camden National Corporation · NASDAQ:CAC
Camden National — Merger or Acquisition (September 2024)
20 slides from Camden National's merger presentation, Sep 10, 2024
Slide 1: Strategically compelling, financially attractive
Strategically compelling, financially attractive Investor Presentation Camden National Corporation (NASDAQ: CAC) acquisition of Northway Financial, Inc. (OTC: NWYF) ‘i~ (fe oe Camden Northway Financial, Inc. NATIONAL CORPORATION
Slide 2: Forward-Looking Statements and Non-GAAP Financial Measures
Forward-Looking Statements and Non-GAAP Financial Measures Forward-Looking Statements This presentation may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements about Camden’s beliefs, plans, strategies, predictions, forecast
Slide 3: Additional Information and Participants in Solicitation
Additional Information and Participants in Solicitation Additional Information and Where to Find It This communication is being made in respect of the proposed merger transaction involving Camden and Northway. Camden intends to file a registration statement on Form S-4 with the SEC, which will inclu
Slide 4: Building a Premier Northern New England Community Bank
Building a Premier Northern New England Community Bank 1 Enhanced Scale & Capabilities $7.0B $5.1B $5.5B Assets Loans Deposits ME $2.0B 74 $630M+ AUM/A Branches Market Cap 2 Compelling Financial Metrics NH 20% 5% 24% 2025 GAAP 2025 Cash IRR 3 EPS Accretion EPS Accretion Camden Branches (57) 33% 12%
Slide 5: Strategic Rationale
Strategic Rationale Provides immediate, meaningful scale and builds upon growth initiatives in New Hampshire Increased scale Complementary businesses, adding best-in-class $1.0 to propel billion deposit franchise growth Will unlock meaningful growth opportunities through business diversification and
Slide 6: Strong Market Position
Strong Market Position Community Bank Deposits in 1 Pro Forma Deposit Franchise Maine and New Hampshire as of June 30, 2023 as of June 30, 2023 PF $5.8B + Camden Branches (57) Bangor Savings $5.6B Northway Branches (17) CAC $4.7B NH Mutual Bancorp $2.9B Bar Harbor $2.7B First National $2.5B Maine Co
Slide 7: Positioned for Growth in Attractive Markets
Positioned for Growth in Attractive Markets Select New Hampshire Counties New Maine Hampshire Hillsborough Population 1,394K 1,406K Population: 423K Median HHI: $98.0K Berlin GDP: $35B Projected ’24-’29 growth Population Population: 2.8% 45/sq. mi 157/sq. mi density HHI: 9.0% Rockingham Laconia Hous
Slide 8: Best-in-Class Deposit Franchise
Best-in-Class Deposit Franchise Top 10 New England Stock Banks Ranked by 2024 YTD Cost of Deposits 1.14% #2 Bank 1.47% #1 Northway cost of #3 Bank 1.56% deposits rank out of 25 banks #4 Bank 1.71% #5 Bank 1.71% Includes New England #6 Bank 1.78% stock banks with assets #7 Bank 1.80% between $1 billi
Slide 9: Pro Forma Deposit Portfolio
Pro Forma Deposit Portfolio Pro forma 7% 7% 7% 8% 7% 9% $4.5B $1.0B $5.5B 63% 21% 20% Deposits Deposits Deposits 65% 65% 21% Noninterest Bearing IB Demand, Savings & MMDA Retail Time Deposits Jumbo Time Deposits YTD Cost of Deposits: 2.10% YTD Cost of Deposits: 1.14% YTD Cost of Deposits: 1.92% 1 1
Slide 10: Pro Forma Loan Portfolio
Pro Forma Loan Portfolio Pro forma 3% 1% 9% 8% 12% 39% 5% 5% 44% 3% 45% 4% 4% 3% $4.2B $0.9B $5.1B 2% Loans Loans Loans 36% 36% 41% CRE & Multi C&D Home Equity C&I Residential RE Other YTD Yield on Loans: 4.94% YTD Yield on Loans: 5.07% YTD Yield on Loans: 4.37% CRE Concentration: 240% CRE Concentra
Slide 11: Thorough Due Diligence Process
Thorough Due Diligence Process Comprehensive due diligence ▪ Thorough review by the Camden National team of all key functional Diligence Highlights areas of Northway ▪ Completed a coordinated comprehensive due diligence review with internal bank employees from Camden National and outside ~1,000+ 50+
Slide 12: Northway Asset Quality
Northway Asset Quality NPAs / Assets NPLs / Loans 0.61% 0.40% 0.39% 0.33% 0.31% 0.29% 0.29% 0.22% 0.21% 0.20% 2020 2021 2022 2023 2024 YTD 2020 2021 2022 2023 2024 YTD NCOs / Average Loans Allowance for Credit Losses 1.29% 1.22% 1.3 1.19% 1.16% 1.15% 12 1.1 0.00% 0.00% 0.00% 7 $11.4M $10.7M $10.7M (
Slide 13: Transaction Structure and Overview
Transaction Structure and Overview • Northway Financial, Inc. to merge into Camden National Corporation; Northway Structure & Bank to merge into Camden National Bank Consideration • 100% stock consideration • 0.83x of a CAC share for each NWYF share Transaction 1 • Implied price per NWYF share of $3
Slide 14: Key Transaction Assumptions
Key Transaction Assumptions • CAC earnings per street consensus estimates for 2024 and 2025 with an assumed long- term earnings growth rate of 5.0% applied thereafter Earnings • NWYF assumes $4.2 million in net income in 2024, $5.3 million in net income in 2025 and $7.2 million in net income in 2026
Slide 15: Pro Forma Financial Impact
Pro Forma Financial Impact Financially compelling transaction with significantly increased profitability 1 GAAP Metrics Non-GAAP Metrics (Excl. AOCI & Rate Marks) ~33% ~20% ~5% ~12% Earnings 2026E EPS 2025E EPS 2025E Cash EPS 2026E Cash EPS 2 2 Accretion Accretion Accretion Impact Accretion TBV (16.
Slide 16: Positioned for Upside
Positioned for Upside 1 Peers 2025 Estimated Pro Forma Company Median Top Quartile 2 Profitability 2025E 2026E ROAA 1.02% 1.13% 0.84% 0.99% ROAE 11.5% 12.5% 8.9% 10.1% Efficiency ratio 57.9% 55.1% 63.0% 58.0% Implied Trading Multiples 3 Price / EPS 9.0x 7.8x 10.6x 12.4x Peer multiple differential to
Slide 17: Appendix
¢ Camden Appendix NATIONAL CORPORATION
Slide 18: Northway Financial, Inc. (NWYF) Company Overview
Northway Financial, Inc. (NWYF) Company Overview Branch Footprint • Holding company for Northway Bank, founded Northway (17) in 1881, and headquartered in North Conway, New Hampshire Berlin nd • 2 largest New Hampshire headquartered stock bank with 17 full-service branches • Stable, high-quality dep
Slide 19: Pro Forma Reconciliation: Tangible Book Value Per Share Dilution
Pro Forma Reconciliation Tangible Book Value Per Share Dilution Shares $ Per ($M) (M) Share Camden National Corporation Standalone TBV as of 6/30/24 $412.9 14.6 $28.34 Net Income to Common 37.1 Dividends (18.4) Change in Intangibles 0.4 Standalone TBV @ Close $432.0 14.6 $29.65 Adjustments @ Close (
Slide 20: Pro Forma Reconciliation: 2025 & 2026 Earnings Per Share Accretion
Pro Forma Reconciliation 1 2025 & 2026 Earnings Per Share Accretion 2025E 2026E Diluted Diluted GAAP Cash Shares GAAP Cash Shares ($M) ($M) (M) ($M) ($M) (M) CAC Net Income $51.2 $51.2 14.6 $53.8 $53.8 14.6 NWYF Net Income 4.1 4.1 2.8 7.2 7.2 2.8 Combined Net Income $55.3 $55.3 $61.0 $61.0 AT Merger
Camden National — Merger or Acquisition (September 2024) on 6ix