M&A - BAR HARBOR BANKSHARES

Form Type: S-4/A

Filing Date: 2025-04-30

Corporate Action: Merger

Type: Update

Accession Number: 000110465925042672

Filing Summary: On April 30, 2025, Bar Harbor Bankshares filed an amendment to their Form S-4 registration statement with the SEC regarding a proposed merger with Guaranty Bancorp, Inc. The merger agreement, dated March 11, 2025, entails Guaranty merging into Bar Harbor, with Bar Harbor as the surviving corporation. Following this merger, Woodsville Guaranty Savings Bank, a subsidiary of Guaranty, will merge with Bar Harbor Bank & Trust. Guaranty shareholders will receive 1.85 shares of Bar Harbor common stock for each share of Guaranty they hold, along with cash for any fractional shares. The implied aggregate transaction value is estimated at approximately $39.8 million. A special meeting for Guaranty shareholders has been scheduled for June 12, 2025, to approve the merger and adjournments if necessary. Approval requires a two-thirds majority of outstanding shares entitled to vote. Guaranty’s board unanimously supports the merger, urging shareholder participation in the vote.

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Form Type: 425

Filing Date: 2025-03-12

Corporate Action: Merger

Type: New

Accession Number: 000155837025002729

Filing Summary: On March 11, 2025, Bar Harbor Bankshares and Guaranty Bancorp, Inc. entered into a Merger Agreement that outlines the merger process, with Bar Harbor as the surviving entity. Under the agreement, each share of Guaranty Common Stock will convert into 1.85 shares of Bar Harbor Common Stock at the effective time of the merger. Following the merger, Bar Harbor Bank and Woodsville Guaranty Savings Bank will also merge, with Bar Harbor Bank as the surviving bank. The completion of the merger is contingent upon customary conditions including shareholder and regulatory approvals, with specific provisions for the approval process and necessary applications. A voting agreement has also been established among directors and executive officers of Guaranty, representing approximately 33.2% of Guaranty’s outstanding shares, to support the merger. A press release announcing the agreement was issued on the same day, and supplementary information for investors will be made available soon.

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Form Type: 8-K

Filing Date: 2025-03-11

Corporate Action: Merger

Type: New

Accession Number: 000155837025002724

Filing Summary: On March 11, 2025, Bar Harbor Bankshares entered into a Merger Agreement with Guaranty Bancorp, Inc., where Bar Harbor will be the surviving corporation in the Merger. Each share of Guaranty Common Stock will be converted into the right to receive 1.85 shares of Bar Harbor Common Stock, with cash provided for fractional shares. The Board of Directors of both companies unanimously approved the Merger Agreement. The Merger's completion is contingent upon approval from Guaranty shareholders and necessary regulatory approvals from various financial institutions. The Merger Agreement outlines customary representations, warranties, and covenants for both parties, including obligations related to conduct during the interim period and non-solicitation of alternative acquisition proposals. A joint press release was issued on the same day announcing the Merger Agreement, and supplemental information regarding the transaction will be presented to analysts and investors.

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