Merrill Merchants Bancshares (MERB) Inactive
Filed: 19 Jan 07, 12:00am
Filed by Chittenden Corporation Pursuant to Rule 425
under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Merrill Merchants Bancshares, Inc.
Commission File No.: 000-24715
This filing relates to the proposed acquisition of Merrill Merchants Bancshares, Inc. (“Merrill”) by Chittenden Corporation (“Chittenden”), as announced by the parties on January 19, 2007. The following is an investor package, dated January 19, 2007, regarding the acquisition and certain related matters.
 Chittenden Corporation announces the acquisition of Merrill Merchants Bancshares, Inc. January 19, 2007 |
 Profile Data as of December 31, 2006 (dollars in thousands) General Holding Company Merrill Merchants Bancshares, Inc. Bank Merrill Merchants Bank Headquarters Bangor, Maine Established 1992 Number of Branches 11 Transaction Value $111.4 million Consideration 60% Stock / 40% Cash Financial Data 12/31/06 12/31/05 12/31/04 Net Income $6,295 $5,738 $4,907 Return on Equity 17.32% 17.59% 16.06% Return on Assets 1.45% 1.47% 1.36% Net Interest Margin 4.13% 4.25% 4.04% % of Nonint Income to Total Income 24.36% 24.82% 26.65% Net Charge-offs/ Avg Loans 0.07% 0.06% 0.05% Efficiency Ratio 56.63% 57.37% 59.29% Loan Loss Reserves 1.21% 1.28% 1.37% Leverage Ratio 8.42% 8.30% 8.26% NPAs/Total Assets 0.32% 0.10% 0.44% |
 Greater Bangor Market • Combined population of Penobscot County is 147,068 • 60,820 households • Median household income is $37,650 • Median age is 37 • 21% of population holds a bachelor’s degree or higher • The Healthcare and Retail Trade Industries employ over 50% of the area’s workforce • Bangor was once again selected as a “5-Star Quality of Life Metro” by Expansion Management Magazine in May 2006 • Bangor’s “Blue Ribbon” School System has the largest accredited high school in Maine, where students score extremely high on standardized tests and have high college acceptance rates • The Bangor Public Library serves as the Area Research and Reference Center for Northern and Eastern Maine. The Library has one of the highest per capita circulation rates in the United States • St. Joseph Hospital and Eastern Maine Medical Center provide comprehensive primary-care hospital services as well as specialty and intensive services to the Greater Bangor Market and the northern two-thirds of the state. • Bangor is the cultural center for Northern Maine, offering The Maine Discovery (Children’s) Museum, The University of Maine Art Museum, The Bangor Museum and Center for History and the oldest continuously operating community orchestra in the United States |
 Balance Sheet Highlights December 31, 2006 Merrill Merchants Pro Forma Combined Assets $6,432 $449 $6,881 Investments 1,151 87 1,237 Loans 4,697 339 5,036 Deposits 5,479 360 5,839 Equity 671 39 710 Goodwill 216 0 216 CDI 15 0 15 Tangible Capital Ratio 7.10% 8.50% 7.19% Book Value per share 14.79 10.89 14.51 Tangible BV per share 9.70 10.73 9.78 * No purchase accounting adjustments have been included in these highlights Chittenden Corporation Bancshares, Inc. ($ in millions,except per share amounts) |
 Balanced Loan Portfolio at December 31, 2006 (in millions) % of % of % of Total Total Total Commercial $1,443 31% $73 21% $1,516 30% Commercial RE 1,943 41% 114 34% 2,057 41% Residential RE 751 16% 125 37% 876 17% Consumer 560 12% 27 8% 587 12% Total Loans $4,697 100% $339 100% $5,036 100% Pro forma Combined Chittenden Corporation Merrill Merchants Bancshares, Inc. Diversified Sources of Funding at December 31, 2006 (in millions) % of % of % of Total Total Total Demand & NOW $1,828 32% $105 26% $1,933 32% Savings & MM 2,124 37% 101 25% 2,225 37% CDs under $100,000 849 15% 76 19% 925 15% CDs over $100,000 678 12% 78 19% 756 12% Borrowings 210 4% 45 11% 255 4% Total Funding $5,689 100% $405 100% $6,094 100% Pro Forma Combined Chittenden Corporation Merrill Merchants Bancshares, Inc. |
 Chittenden Corporation Pro Forma Assets by State at December 31, 2006 Vermont 42% Massachusetts 22% New Hampshire 19% Maine* 17% Total Funding 100% *Includes Merrill Merchants Bancshares, Inc. assets as of 12/31/06 12/31/2006 Vermont Massachusetts New Hampshire Maine |
 This presentation contains “forward-looking statements” which describe future plans and strategic initiatives. These forward-looking statements are based on current plans and expectations, which are subject to a number of risk factors and uncertainties that could cause future results to differ materially from historical performance or future expectations. These differences may be the result of various factors, including, among others: (1) failure of the parties to satisfy the closing conditions for the merger in a timely manner or at all; (2) disruptions to the parties’ businesses as a result of the announcement and pendency of the merger; (3) costs or difficulties related to the integration of the businesses following the merger; (4) changes in general, national or regional economic conditions; (5) changes in loan default and charge-off rates; (6) changes in interest rates; (7) competition; and (8) such other risks as are described in Chittenden’s filings with the Securities and Exchange Commission, including Chittenden’s Annual Report on Form 10-K for the year ended whether as a result of new information, future events or other changes. In connection with the proposed acquisition of Merrill Merchants Bancshares, Chittenden and Merrill intend to file relevant materials with the Securities and Exchange Commission, including a registration statement on Form S-4 that will contain a proxy statement/prospectus. INVESTORS ARE URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHITTENDEN, MERRILL MERCHANTS BANCSHARES AND THE MERGER. The proxy statement/prospectus and other relevant materials (when they become available), and any other documents filed by Chittenden or Merrill with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, investors may obtain free copies of the documents filed with the SEC by Chittenden by directing a written request to Chittenden Corporation, 2 Burlington Square, Burlington, Vermont 05402-0820, Attention: General Counsel, and free copies of the documents filed with the SEC by Merrill by directing a written request to Merrill Merchants Bancshares, Inc., 201 Main Street, Bangor, Maine 04401, Attention: Secretary. Chittenden, Merrill and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the shareholders of Merrill in connection with the merger. Information about the directors and executive officers of Chittenden and Merrill and information about any other persons who may be deemed participants in this transaction will be included in the proxy statement/prospectus. You can find information about Chittenden’s directors and executive officers in the proxy statement for Chittenden’s annual meeting of stockholders filed with the SEC on March 8, 2006. You can find information about Merrill’s directors and executive officers in the proxy statement for Merrill’s 2005 annual meeting of shareholders filed with the SEC on March 13, 2006. You can obtain free copies of these documents from the SEC, Chittenden or Merrill using the contact information above. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities. Additional Information about the Merger and Where to Find It |