M&A - NBT BANCORP INC

Form Type: 8-K

Filing Date: 2025-05-05

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125017344

Filing Summary: On May 2, 2025, NBT Bancorp Inc. completed its acquisition of Evans Bancorp, Inc. as previously disclosed in an Agreement and Plan of Merger dated September 9, 2024. The acquisition involved Evans merging into NBT, making NBT the surviving entity, and Evans Bank merging into NBT Bank, which will also be the surviving entity. At the effective time of the merger, each share of Evans common stock was converted into 0.91 shares of NBT common stock, with cash payable for any fractional shares. This acquisition is aimed at strengthening NBT's market position and operational capacity in the banking sector. A press release dated May 5, 2025, announcing the completion of the merger is attached as Exhibit 99.1, alongside the full text of the Merger Agreement as Exhibit 2.1, incorporated by reference from a previous 8-K filing.

Form Type: 8-K

Filing Date: 2024-12-13

Corporate Action: Merger

Type: Update

Accession Number: 000114036124049470

Filing Summary: 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.