UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Pursuant to ss.240.14a-12
WESTBOROUGH FINANCIAL SERVICES, INC.
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined.):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a) (2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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FOR IMMEDIATE RELEASE:
Contact:
Mark O'Connell at (978) 567-3541 (Hudson)
moconnell@hudsonsb.com or
Joseph MacDonough at (774) 760-1201 (Westborough)
jmacdonough@westboroughbank.com
Assabet Valley Bancorp and Westborough Financial Services, Inc.
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Announce Merger Plans
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Hudson, MA and Westborough, MA, November 14, 2006 - Assabet Valley Bancorp,
Hudson Savings Bank, Westborough Bancorp, MHC ("Westborough MHC"), Westborough
Financial Services, Inc. (OTC Bulletin Board: WFSM.OB) ("Westborough
Financial") and The Westborough Bank ("Westborough Bank") have entered into an
Agreement and Plan of Merger (the "Agreement").
According to Mark O'Connell, President of Hudson Savings Bank, "This is a
win-win-win. It's a win for both banks--we share a commitment to community
banking and will be much stronger as a larger more diverse institution. It's a
win for the communities we serve because we will be even better equipped to
offer competitive products and more services. And it's a win for the employees
of both banks who will have greater opportunities that a larger company can
offer."
Joe MacDonough, President of Westborough Bank and Westborough Financial, echoed
O'Connell's sentiments. "This is a terrific opportunity to create a larger,
stronger bank that will build on the traditions of Westborough Bank and Hudson
Savings Bank. Additionally, I am pleased to say that there will be no layoffs
or branch closings. This merger will ensure that there will continue to be a
locally-owned, locally controlled bank in our communities."
Hudson Savings Bank is a Massachusetts-chartered savings bank which is
wholly-owned by Assabet Valley Bancorp, a Massachusetts-chartered mutual
holding company. Westborough Bank is a Massachusetts-chartered stock savings
bank which is wholly-owned by Westborough Financial, a Massachusetts-chartered
mid-tier holding company and majority-owned subsidiary of Westborough MHC, a
Massachusetts-chartered mutual holding company.
Pursuant to the Agreement, the mutual holding company structure of Westborough
MHC will be eliminated and Westborough Bank will ultimately merge with Hudson
Savings Bank. The combined bank will be renamed prior to the completion of the
transactions. The stockholders of Westborough Financial, other than Westborough
MHC, will receive $35.00 in cash in exchange for each share of common stock.
Pursuant to the Agreement, all of the trustees and corporators of Westborough
MHC will be elected or appointed to Assabet Valley Bancorp's Board of Trustees
and Board of Corporators and Mr. MacDonough will serve as President and Chief
Executive Officer of Assabet Valley Bancorp. The Board of Directors of the
combined bank will be comprised of nine current Westborough Financial directors
and fifteen current Hudson Savings Bank directors. Mr. O'Connell will serve as
President
and CEO of the new combined Bank and Mr. MacDonough will serve as an Executive
Vice President.
The transactions are subject to several conditions, including the receipt of
regulatory approvals and the approval of the stockholders Westborough Financial
and the corporators of Westborough MHC and Assabet Valley Bancorp. It is
anticipated that the transactions will be completed in spring of 2007 at which
time Hudson Savings Bank and Westborough Bank will begin combining systems,
data and personnel. This process is expected to be completed by the end of 2007
and will enable each bank's respective customers to utilize the entire branch
and ATM network of the new combined entity.
Westborough Financial was advised by RBC Capital Markets Corporation and its
legal counsel was Thacher Proffitt & Wood LLP. Assabet Valley was advised by
Keefe, Bruyette & Woods and its legal counsel was Foley Hoag LLP.
Hudson Savings Bank has offices in Hudson, Marlborough, Clinton and Leominster,
Massachusetts. The bank employees more than 125 people and has assets in excess
of $655 million. Additional information about Hudson Savings Bank can be found
at www.hudsonsb.com.
Westborough Bank has offices in Westborough, Northborough and Shrewsbury,
Massachusetts. It employs about 75 people and has assets of $300 million.
Westborough Financial's common stock is traded on the OTC Bulletin Board under
the symbol "WFSM.OB." Additional information about Westborough Bank can be
found at www.westboroughbank.com.
Forward-looking Information
THIS PRESS RELEASE CONTAINS CERTAIN STATEMENTS THAT ARE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS
AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
RELIANCE SHOULD NOT BE PLACED ON FORWARD-LOOKING STATEMENTS BECAUSE THEY
INVOLVE UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH ARE, IN SOME
CASES, BEYOND THE CONTROL OF WESTBOROUGH FINANCIAL SERVICES, INC. ACTUAL
EVENTS, PERFORMANCE AND RESULTS COULD DIFFER MATERIALLY FROM THE ANTICIPATED
EVENT, PERFORMANCE OR RESULTS EXPRESSED OR IMPLIED IN SUCH FORWARD-LOOKING
STATEMENTS. THE FACTORS WHICH MAY CAUSE SUCH DIFFERENCES INCLUDE, AMONG OTHER
FACTORS, THE ABILITY OF THE PARTIES TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED
BY THE AGREEMENT, CONDITIONS IMPOSED ON THE CONSUMMATION OF SUCH TRANSACTIONS
BY REGULATORY AGENCIES, THE COMPETITIVE ENVIRONMENT AND GENERAL ECONOMIC
CONDITIONS.
This communication is being made in respect of the proposed merger transaction
involving Westborough Financial Services, Inc. Westborough Financial Services,
Inc. will be filing relevant documents concerning the merger with the
Securities and Exchange Commission, include a proxy statement. We urge
investors to read these documents because they will contain important
information. Investors will be able to obtain these documents free of charge at
the SEC's website, www.sec.gov. In addition, documents filed with the SEC by
Westborough will be available free of charge from the Secretary of Westborough
(John L. Casagrande, Secretary, Westborough Financial Services, Inc., 100 East
Main Street, Westborough, Massachusetts 01581).
Westborough Financial Services, Inc. and its directors and executive officers
may be deemed to be participants in the solicitation of proxies to approve the
merger. Information about the directors and executive officers of Westborough
and ownership of Westborough common stock is set forth in Westborough's proxy
statement for its 2006 annual meeting of stockholders, dated January 3, 2006,
as filed with the Securities and Exchange Commission. Additional information
about the interests of those participants may be obtained from reading the
definitive proxy statement relating to the proposed acquisition when it becomes
available. Westborough stockholders should read the proxy statement and other
documents to be filed with the SEC carefully before making a decision
concerning the merger.