NBT Bancorp (NBTB) M&A Announcement summary

Deal rationale and strategic fit

• Merger extends geographic reach into Buffalo and Rochester, Upstate New York's largest markets, and Western New York, creating the largest community bank in the region with the highest deposit market share among banks under $100 billion.

• Evans is a culturally aligned, high-quality partner with a strong local reputation and experienced team, sharing community banking values and a relationship-focused approach.

• No branch overlap and highly complementary franchises reduce integration risk and support growth and continuity.

• Evans' CEO will join the board of the combined company, supporting leadership continuity.

• Combined entity will have a strong presence in the top 5 Upstate New York markets and benefit from economic growth in the technology corridor.

Financial terms and conditions

• All-stock transaction with a fixed exchange ratio of 0.91 NBT shares per Evans share, valuing Evans at $42.11 per share and the deal at approximately $236 million based on NBT's recent closing price.

• Evans shareholders will own about 10% of the combined company; NBT shareholders will own about 90%.

• Price/TBV per share: 1.32x; Price/2024 YTD EPS + cost saves: 11.2x; Price/fully-synergized 2024 EPS: 6.8x.

• Outstanding Evans stock options to be exchanged for cash.

• Boards of both companies unanimously approved the merger.

Synergies and expected cost savings

• Targeting 25% pre-tax cost savings, or $13.2 million ($10.5 million after-tax), mainly from technology integration and operating expense efficiencies.

• 75% of cost savings expected to be realized in 2025, with full realization thereafter.

• Transaction expected to deliver 13.6% EPS accretion and tangible book value earnback in just over two years.

• Technology integration expected to provide deeper products and additional functionality.

• Retention of talent and incremental investment in new markets anticipated.