WEST SPRINGFIELD, Mass. and
ENFIELD, Conn., May 31, 2012 /PRNewswire/ -- United
Financial Bancorp, Inc. (Nasdaq: UBNK), the holding company for
United Bank, and New England Bancshares, Inc. (Nasdaq: NEBS), the
holding company for New England Bank, today announced the execution
of a definitive merger agreement pursuant to which United Financial
Bancorp will acquire New England Bancshares in a transaction
currently valued at approximately $91.0
million, based on United Financial Bancorp's 20 day volume
weighted average stock price of $15.89 per share as of May
30, 2012 and excluding shares used to terminate New England
Bank's employee stock ownership plan. United Financial
Bancorp's acquisition of New England Bancshares will add
approximately $726.5 million in total
assets, $557.9 million in gross loans
and $581.6 million in total deposits
before acquisition accounting adjustments. The transaction
will expand United Financial Bancorp's presence into Hartford, Tolland, New
Haven and Litchfield
Counties in Connecticut, where New
England Bank operates fifteen full-service banking offices and two
administrative offices.
Under the terms of the definitive merger agreement, at the
effective time of the merger, each share of New England Bancshares
common stock will be converted into the right to receive 0.9575 of
a share of United Financial Bancorp common stock. The
consideration received by New England Bancshares stockholders is
intended to qualify as a tax-free transaction. United
Financial Bancorp expects the transaction to be immediately
accretive to its earnings per share, excluding one-time transaction
expenses. The transaction represents 163% of New England
Bancshares' tangible book value and a core deposit premium of 7.4%
at March 31, 2012.
Richard B. Collins, Chairman of
the Board, President and Chief Executive Officer of United
Financial Bancorp, stated "We are very pleased to announce our
plans to partner with New England Bancshares. This
combination presents a tremendous opportunity to expand our
presence in Connecticut, where
United Bank does not currently maintain any branches.
Connecticut is an attractive and
growing banking market and one we have had our eye on for some
time. Like us, New England Bancshares has deep roots
in the communities it serves, and we look forward to introducing
our brand of banking to this region. We believe the strategic
value of this transaction will enhance our franchise and add value
to our stockholders' investment. We are excited about the
future of our combined company."
"We feel that this merger is an excellent opportunity for our
customers and the communities we serve," said David J. O'Connor, President and Chief Executive
Officer of New England Bancshares. "Partnering with United
Bank will allow us to continue providing our customers with a high
level of personalized service and local decision-making while
preserving our community bank atmosphere."
The transaction, which has been approved by the board of
directors of both New England Bancshares and United Financial
Bancorp, is expected to close in the fourth quarter of 2012.
The transaction is subject to certain conditions, including
the approval by United Financial Bancorp's and New England
Bancshares' stockholders and customary regulatory
approvals.
Stifel Nicolaus Weisel acted as financial advisor to United
Financial Bancorp and Kilpatrick
Townsend & Stockton LLP acted as United Financial
Bancorp's legal counsel. FinPro Capital Advisors, Inc. acted
as financial advisor to New England Bancshares and Luse Gorman Pomerenk & Schick, P.C. acted as
its legal counsel.
Conference Call
United Financial Bancorp will conduct a conference call at
9:30 a.m. Eastern Time on
Thursday, May 31, 2012 to discuss its
agreement to acquire New England Bancshares. An investor
presentation related to this merger will be filed with the
Securities and Exchange Commission prior to the call and will be
available at www.sec.gov and United Financial Bancorp's website at
www.bankatunited.com. To access the conference call, please
dial (877) 317-6789.
A telephone replay of the call will be available through
July 2, 2012 by calling (877)
344-7529 and entering conference number: 10014841.
About United Financial Bancorp, Inc. and New England
Bancshares, Inc.
United Financial Bancorp, Inc. is a publicly owned corporation
and the holding company for United Bank, a federally chartered bank
headquartered at 95 Elm Street, West
Springfield, MA, 01090. United Financial Bancorp's
common stock is traded on the NASDAQ Global Select Market under the
symbol "UBNK." United Bank provides an array of financial
products and services through its 16 branch offices and two express
drive-up branches in the Springfield region of Western Massachusetts and six branches in the
Worcester region of Central Massachusetts. The Bank also
operates a loan production office located in Beverly, Massachusetts and has announced the
opening of a loan production office to be located in Northern Connecticut. Through its Wealth
Management Group, United Bank offers access to a wide range of
investment and insurance products and services, as well as
financial, estate and retirement strategies and products. For
more information regarding United Bank's products and services and
for United Financial Bancorp, Inc. investor relations information
please visit www.bankatunited.com or on Facebook at
www.facebook.com/bankatunited.
New England Bancshares, Inc. is headquartered in Enfield, Connecticut, and operates New England
Bank with fifteen banking centers servicing the communities of
Bristol, Cheshire, East
Windsor, Ellington,
Enfield, Manchester, Plymouth, Southington, Suffield, Wallingford and Windsor Locks. For more information
regarding New England Bank's products and services, please visit
www.nebankct.com.
Forward-Looking Statements
This news release contains forward-looking
statements. These forward-looking statements may
include: management plans relating to the transaction; the expected
timing of the completion of the transaction; the ability to
complete the transaction; the ability to obtain any required
regulatory, stockholder or other approvals; any statements of the
plans and objectives of management for future or past operations,
products or services, including the execution of integration plans;
any statements of expectation or belief; and any statements of
assumptions underlying any of the foregoing. Forward-looking
statements are typically identified by words such as "believe,"
"expect," "anticipate," "intend," "outlook," "estimate,"
"forecast," "project" and other similar words and
expressions. Forward-looking statements are subject to
numerous assumptions, risks and uncertainties, which change over
time. Forward-looking statements speak only as of the
date they are made. Neither United Financial Bancorp nor
New England Bancshares assume any duty and do not undertake to
update forward-looking statements. Because
forward-looking statements are subject to assumptions and
uncertainties, actual results or future events could differ,
possibly materially, from those that United Financial Bancorp or
New England Bancshares anticipated in its forward-looking
statements and future results could differ materially from
historical performance. Factors that could cause or
contribute to such differences include, but are not limited to, the
possibility: that expected benefits may not materialize in the
timeframe expected or at all, or may be more costly to achieve;
that the transaction may not be timely completed, if at all; that
prior to the completion of the transaction or thereafter, United
Financial Bancorp's and New England Bancshares' respective
businesses may not perform as expected due to transaction-related
uncertainty or other factors; that the parties are unable to
successfully implement integration strategies; that required
regulatory, stockholder or other approvals are not obtained or
other closing conditions are not satisfied in a timely manner or at
all; reputational risks and the reaction of the companies'
customers to the transaction; diversion of management time on
merger-related issues; and those factors and risks referenced from
time to time in United Financial Bancorp's and New England
Bancshares' filings with the Securities and Exchange
Commission. For any forward-looking statements made in this
press release or in any documents, United Financial Bancorp and New
England Bancshares claim the protection of the safe harbor for
forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995.
Additional Information About the Merger and Where to Find
It
In connection with the proposed merger transaction, United
Financial Bancorp will file with the Securities and Exchange
Commission a Registration Statement on Form S-4 that will include a
Proxy Statement of New England Bancshares, and a Proxy Statement
and Prospectus of United Financial Bancorp, as well as other
relevant documents concerning the proposed transaction.
Stockholders are urged to read the Registration Statement and
the Proxy Statement/Prospectus regarding the merger when it becomes
available and any other relevant documents filed with the
Securities and Exchange Commission (the "SEC"), as well as any
amendments or supplements to those documents, because they will
contain important information.
A free copy of the Proxy Statement/Prospectus, as well as other
filings containing information about United Financial Bancorp and
New England Bancshares, may be obtained at the SEC's Internet site
(http://www.sec.gov). You will also be able to obtain these
documents, free of charge, from United Financial Bancorp at
www.bankatunited.com under the tab "Investor Relations" or from New
England Bancshares by accessing New England Bancshares' website at
www.nebankct.com under the tab "Shareholder Info."
United Financial Bancorp and New England Bancshares and certain
of their directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders
of New England Bancshares in connection with the proposed merger.
Information about the directors and executive officers of
United Financial Bancorp is set forth in the proxy statement for
United Financial Bancorp's 2012 annual meeting of stockholders, as
filed with the SEC on a Schedule 14A on March 14, 2012.
Information about the directors and executive officers of New
England Bancshares is set forth in the proxy statement for New
England Bancshares' 2011 annual meeting of stockholders, as filed
with the SEC on a Schedule 14A on July 1,
2011. Additional information regarding the interests
of those participants and other persons who may be deemed
participants in the transaction may be obtained by reading the
Proxy Statement/Prospectus regarding the proposed merger when it
becomes available. Free copies of this document may be
obtained as described in the preceding paragraph.
Contact Information
For United Financial Bancorp:
Richard B. Collins
President and Chief Executive Officer
(413) 787-1700
For New England Bancshares:
David J. O'Connor
President and Chief Executive Officer
(860) 253-5200
SOURCE United Financial Bancorp, Inc.