Camden National Completes Kennebec Savings Bank Acquisition

Ticker: CAC · Form: 8-K · Filed: 2025-01-02T00:00:00.000Z

Sentiment: neutral

Topics: acquisition, management-change, regulation-fd

TL;DR

Camden National just bought Kennebec Savings Bank, closing the deal Jan 1st.

AI Summary

Camden National Corporation announced on January 1, 2025, the completion of its acquisition of Kennebec Savings Bank. The filing also disclosed the departure of certain officers and the election of new directors, along with details on compensatory arrangements for officers.

Why It Matters

This acquisition signifies a significant expansion for Camden National Corporation within the banking sector, potentially impacting market share and customer base.

Risk Assessment

Risk Level: medium — Acquisitions can introduce integration challenges and regulatory scrutiny, while changes in leadership can signal strategic shifts.

Key Players & Entities

FAQ

What was the effective date of the acquisition's completion?

The acquisition of Kennebec Savings Bank by Camden National Corporation was completed on January 1, 2025.

What are the main items reported in this 8-K filing?

The filing reports the completion of an acquisition, the departure of directors or officers, the election of directors, the appointment of officers, and compensatory arrangements.

What is Camden National Corporation's state of incorporation?

Camden National Corporation is incorporated in Maine.

What is the principal business address of Camden National Corporation?

The principal executive offices are located at Two Elm Street, Camden, Maine 04843.

What is the SIC code for Camden National Corporation?

The Standard Industrial Classification code for Camden National Corporation is 6021, which corresponds to National Commercial Banks.

Filing Stats: 1,164 words · 5 min read · ~4 pages · Grade level 10.9 · Accepted 2025-01-02 16:39:55

Key Financial Figures

Filing Documents

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On January 2, 2025, Camden National Corporation (the " Company ") completed its acquisition of Northway Financial, Inc., a New Hampshire corporation (" Northway ") pursuant to the previously announced Agreement and Plan of Merger, dated as of September 9, 2024 (the " Merger Agreement "), by and among the Company and Northway, whereby Northway was merged with and into Camden, with Camden surviving (the " Merger "). Additionally, Northway Bank, a wholly owned subsidiary of Northway and a New Hampshire state-chartered bank with its main office located in Berlin, New Hampshire (" Northway Bank "), merged with and into Camden National Bank, a wholly owned subsidiary of Camden (" CNB "), with CNB continuing as the surviving bank. At the effective time of the Merger, each share of Northway's common stock (the " Northway Common Stock "), other than shares of Treasury Stock (as defined in the Merger Agreement) was converted into the right to receive 0.83 shares of Camden's common stock, with cash paid in lieu of any fractional shares. Each share of the Company's common stock issued and outstanding immediately prior to the effective time of the Merger remained outstanding and was unchanged by the Merger. The total consideration payable by the Company consists of approximately $96.5 million in shares of the Company's common stock based on the closing price of the Company's common stock as reported on Nasdaq of $42.25 as of January 2, 2025. This description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to Camden's Current Report Form 8-K filed with the Securities and Exchange Commission on September 10, 2024, and is incorporated herein by reference. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 2, 2025, the Company issued a press release announcing the completion of the Merger and the appointment of Mr. Haynes to the Board. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. The information furnished pursuant to this Item 7.01 and the related exhibits shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Business Acquired The financial statements required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. (d) The following exhibits are filed with this Report: Exhibit No. Description 99.1 Press Release Dated, January 2, 2025, Announcing Completion of Merger 101 Cover Page Interactive Data - the cover page XBRL tags are embedded within the Inline XBRL document. 104 Cover Page Interactive Data File - Included in Exhibit 101.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: January 2, 2025 CAMDEN NATIONAL CORPORATION (Registrant) By: /s/ MICHAEL R. ARCHER Michael R. Archer Chief Financial Officer and Principal Financial & Accounting Officer

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