Bar Harbor Bankshares (BHB) M&A Announcement Presentation summary

Transaction overview and structure

• Announced acquisition of Guaranty Bancorp, Inc. with anticipated closing in the second half of 2025, subject to shareholder and regulatory approvals.

• All-stock transaction with 1.85 Bar Harbor shares for each Guaranty share, valuing the deal at $41.6 million and a price per share of $56.94.

• Guaranty President & CEO to join the board; post-merger ownership split approximately 92% Bar Harbor, 8% Guaranty.

• Pre-tax merger costs estimated at $11.1 million, with anticipated cost savings of 40% of Guaranty's non-interest expense base, fully realized by 2026.

• Comprehensive due diligence conducted, focusing on credit, operations, compliance, and technology.

Strategic rationale and market impact

• Expands presence in New Hampshire, leveraging Guaranty's strong, low-cost deposit base and long-term customer relationships.

• Enhances franchise value with significant cultural alignment and opportunity for revenue synergies, especially in wealth management.

• Guaranty operates nine branches, primarily in the Lebanon-Claremont MSA, with excellent credit quality and limited CRE exposure.

• Transaction continues a history of strategic acquisitions and positions for further growth.

• Increases scale and liquidity, supporting future expansion in well-known markets across Maine, New Hampshire, and Vermont.

Financial impact and pro forma metrics

• Combined company to have $4.8B in assets, $3.9B in deposits, and $3.6B in net loans.

• Estimated 2026 EPS accretion of ~30%, with tangible book value dilution of ~10.3% at closing and a 2.3-year earnback period.

• Pro forma capital ratios at closing: CET1 ~10.3%, TCE/TA ~7.4%, leverage ratio ~8.9%.

• Guaranty’s cost of deposits at 1.39% and net interest margin at 2.58% as of Q4 2024.

• Loan portfolio marked down by 9.6% ($46M), with core deposit intangible at 3.25% of core deposits, amortized over 10 years.