Salisbury Bancorp And Riverside Bank To Merge - Quick Facts

(RTTNews) - Salisbury Bancorp Inc. (SAL) and Riverside Bank announced that they have entered into a definitive agreement and plan of merger in an all-stock transaction valued at about $28 million, based on the closing price of Salisbury common stock on March 18, 2014, pursuant to which Riverside will merge into Salisbury Bank and Trust Company, the wholly-owned subsidiary of Salisbury.

Based on financial results as of December 31, 2013, the combined organization would have approximately $808 million in total assets, $630 million in total loans and $682 million in total deposits with 13 branch locations across Connecticut, Massachusetts and New York. On a pro forma basis, the combined bank will have a top 10 deposit market share in the combined four-county market it serves and a top 2 deposit market share among the community banks and bank holding companies serving such four-county market.

The merger is expected to be accretive to both Salisbury's and Riverside's earnings per share by over 10 percent with fully phased in cost savings, excluding the impact of potential revenue enhancement opportunities. Additionally, Salisbury anticipates the transaction to be accretive to its tangible common equity ratio, with the combined company's regulatory capital ratios well in excess of regulatory minimums to support continued growth.

In the merger, Riverside shareholders will receive 1.350 shares of Salisbury Bancorp, Inc. common stock for each share of Riverside Bank common stock. Upon closing, Riverside shareholders will own approximately 37 percent of the stock in the combined company.

Upon completion of the transaction, John Davies, President and Chief Executive Officer of Riverside, will serve as the President of Salisbury Bank's New York Region.

Further, Charles Andola, George Banta, Michael Gordon, Polly Diane Hoe and Rudolph Russo will join Salisbury's Board.

Riverside's executive officers, Riverside's nominees to the Salisbury Board of Directors and the other members of Riverside's Board of Directors, have signed an agreement to vote their shares in favor of the merger. In the aggregate, such voting agreements represent approximately 52.3% of the outstanding Riverside Stock. The transaction is subject to approval by the shareholders of Salisbury and Riverside, as well as customary regulatory approvals. The transaction is expected to close in the third or fourth calendar quarter of 2014.