M&A: NBT BANCORP INC

Form Type: 8-K

Filing Date: 2024-12-13

Corporate Action: Merger

Type: Update

Accession Number: 000114036124049470

Comments: NBT Bancorp Inc. reported an update regarding the merger agreement with Evans Bancorp, Inc. and Evans Bank, National Association. The merger is set to merge Evans into NBT, making NBT the surviving entity. Following the announcement, Evans received multiple demand letters and has been informed of two complaints alleging that the proxy statement related to the merger was materially incomplete and misleading. While NBT and Evans assert that these allegations are without merit and that no additional disclosures are necessary, they have opted to supplement the proxy statement to avoid potential delays or litigation costs related to the merger. Various financial analysis tables, including comparable company analyses and precedent transactions relevant to the merger, were amended or included in the document providing updated financial data. The registration statement under Form S-4 has been filed, including a proxy statement, and was mailed to shareholders on November 14, 2024. Forward-looking statements regarding the merger's potential challenges and uncertainties were also reiterated.

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