M&A - CAMDEN NATIONAL CORP

Form Type: S-3ASR

Filing Date: 2025-03-27

Corporate Action: Acquisition

Type: New

Accession Number: 000075068625000145

Filing Summary: Camden National Corporation has filed a Form S-3ASR registration statement with the Securities and Exchange Commission on March 26, 2025. This registration allows Camden National to offer and sell securities from time to time after the registration becomes effective. The securities include common stock, debt securities, and warrants. This prospectus serves as part of a shelf registration process, enabling the company to raise capital at various times. Camden National completed its acquisition of Northway Financial, Inc. on January 2, 2025, which significantly increased its assets and deposit base. The bank now operates additional branches in New Hampshire. The registration includes forward-looking statements regarding the risks associated with the securities and the Company’s financial performance, impacted by factors such as economic conditions and competition.

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Form Type: 8-K/A

Filing Date: 2025-03-11

Corporate Action: Acquisition

Type: Update

Accession Number: 000075068625000078

Filing Summary: On January 2, 2025, Camden National Corporation filed a Current Report on Form 8-K to announce its acquisition of Northway Financial, Inc. through a merger agreement dated September 9, 2024. The document is an Amended 8-K that revises the Original 8-K, providing historical financial statements and pro forma financial information related to the merger. The audited financial statements for Northway for the fiscal year ending December 31, 2024, are included as Exhibit 99.1, along with the consent of Northway's independent auditor as Exhibit 23.1. Additionally, Exhibit 99.2 contains the unaudited pro forma financial statements reflecting the impact of the merger, presented for informational purposes only. This amendment does not modify the Company's previous consolidated financial statements or include new information subsequent to the Original 8-K.

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Form Type: 8-K

Filing Date: 2025-01-02

Corporate Action: Acquisition

Type: New

Accession Number: 000075068625000004

Filing Summary: On January 2, 2025, Camden National Corporation completed its acquisition of Northway Financial, Inc. as per the Agreement and Plan of Merger dated September 9, 2024. Northway was merged with Camden, with Camden surviving. Simultaneously, Northway Bank merged with Camden National Bank, which continued as the surviving entity. Each share of Northway Common Stock was converted into 0.83 shares of Camden Common Stock, with approximately $96.5 million in shares being the consideration based on Camden's stock price of $42.25 at the time of the merger. The document also specifies the appointment of Larry K. Haynes to the Camden Board of Directors in accordance with the Merger Agreement, and details his compensation package as a director, including an annual cash retainer and per-meeting fees. A press release was issued on the same day to announce the details of the merger and Mr. Haynes' appointment to the Board.

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