Exhibit 99.1
195 Church Street
New Haven, CT 06510
www.newalliancebank.com
PRESS RELEASE
Contact:
Brian S. Arsenault
Executive Vice President
NewAlliance Bank
203 789-2733
Donald R. Chase
President & CEO
Westbank Corporation
417 747-1400
NEWALLIANCE TO ENTER MASSACHUSETTS
WITH THE ACQUISITION OF WESTBANK
New Haven, Connecticut, July 18, 2006 - NewAlliance Bancshares, Inc. (NYSE: NAL)
announced today that it has entered into a definitive agreement to acquire
Westbank Corporation (NASDAQ: WBKC) for approximately $116 million in cash and
stock. The combined company will have approximately $8 billion in assets and
operate 87 branches in Connecticut and Massachusetts.
NewAlliance currently operates 71 branches in Connecticut, primarily in
communities along the Interstate 84, 91 and 95 corridors. Westbank,
headquartered in West Springfield, Massachusetts, operates 17 branches (with one
scheduled to close this summer), 13 primarily along the I-91 corridor in
Massachusetts and four branches in northeastern Connecticut where NewAlliance
currently has two branches.
"This is a perfect strategic fit as NewAlliance seeks to grow its community
banking footprint in contiguous markets," said Peyton R. Patterson, NewAlliance
Chairman, President and Chief Executive Officer. "We make our first entry into
Massachusetts just across the border from some of our Connecticut branches.
Together, we can better serve the personal and business needs of Westbank's
customers with our greater financial resources and lending capacity, but with
the same community banking approach."
Ms. Patterson's comments were echoed by Donald R. Chase, President and Chief
Executive Officer of Westbank.
"NewAlliance is committed to continuing our tradition of community based banking
in the markets we serve," Mr. Chase said. "We believe that a combination with
NewAlliance will positively benefit both our shareholders and our customers."
NEWALLIANCE TO ENTER MASSACHUSETTS WITH THE ACQUISITION OF WESTBANK
The terms of the merger agreement call for each outstanding share of Westbank
common stock to be converted into the right to receive $23.00 in cash or stock.
The stock exchange ratio will be determined by dividing $23.00 by a 20-day
average daily closing price of NewAlliance common stock on the New York Stock
Exchange, provided that should the average NewAlliance price be below $13.30,
the exchange ratio will be fixed at 1.7293, or should the average NewAlliance
price be above $14.70, the exchange ratio will be fixed at 1.5646. Westbank
shareholders will have the right to elect either cash or stock with the
constraint that the overall transaction must be consummated with 50% of the
payout in stock and 50% in cash. If there is an imbalance in elections, there
will be a pro-ration of proceeds to achieve the 50/50 split.
The definitive agreement has been approved by the Boards of Directors of both
NewAlliance and Westbank. The transaction is subject to approval by the
shareholders of Westbank, as well as customary regulatory approvals including
the banking department of both states and the FDIC. The transaction is expected
to close just after the end of the year.
NewAlliance was advised by Lehman Brothers, Inc. and its legal counsel was Tyler
Cooper & Alcorn, LLP and Elias, Matz, Tiernan & Herrick, LLP, Washington, D.C.
Westbank was advised by Keefe, Bruyette & Woods, Inc. and its legal counsel was
Thacher Proffitt & Wood LLP, Washington, D.C.
About NewAlliance
At March 31, 2006, NewAlliance Bancshares, the parent company of NewAlliance
Bank, had $6.88 billion in assets. In addition to consumer and commercial
banking products and services, NewAlliance Bank also provides trust, investment
and insurance products and services.
About Westbank
Westbank Corporation is the holding company for Westbank, a commercial bank and
trust company. At March 31, 2006, Westbank had assets of $822 million and also
provides retail and commercial banking as well as trust and investment services.
Conference Call Details
NewAlliance will hold an analyst conference call on July 19, 2006 at 10 a.m.,
Eastern Time, to discuss details of the transaction. A copy of the investor
presentation for the call will be available at the Company's website at
www.newalliancebank.com. Shareholders are particularly urged to monitor the
Investor Relations section of the Company's website.
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NEWALLIANCE TO ENTER MASSACHUSETTS WITH THE ACQUISITION OF WESTBANK
This call is being webcast by CCBN and can be accessed in the Investor Relations
area of the Company's website at www.newalliancebank.com. By telephone, dial
1-866-700.7477, passcode 71280109. The international dial-in number is
1-617-213-8840. A replay of the call will be available at Noon. For the replay,
dial 1-888-286-8010, passcode 56485541. The international replay number is
1-617-801-6888.
The webcast is also being distributed over CCBN's Investor Distribution Network
to both institutional and individual investors. Individual investors can listen
to the call through CCBN's individual investor center at www.fulldisclosure.com
or by visiting any of the investor sites in CCBN's Individual Investor Network.
Institutional investors can access the call via CCBN's password-protected event
management site, StreetEvents (www.streetevents.com).
NewAlliance will also have a podcast available from its website 24 hours after
the call for those interested in downloading the conference call onto individual
listening devices or laptops.
Forward-looking Information
Any forward looking statements regarding NewAlliance's acquisition of Westbank
involve uncertainties. Those uncertainties include, but are not limited to:
legislation or changes in regulatory requirements, shareholder actions,
technical or systems issues affecting dates of consummation or conversion, costs
or difficulties related to the integration, realization of expected synergies
from the acquisition, and general economic conditions that are less favorable
than expected. Neither NewAlliance nor Westbank undertakes any obligation to
update forward-looking statements to reflect events or circumstances that occur
after the date on which such statements are made.
This press release does not constitute an offer of securities. NewAlliance and
Westbank will file a registration statement, a proxy statement/prospectus and
other relevant documents concerning the proposed transaction with the Securities
and Exchange Commission ("SEC"). Shareholders of Westbank are urged to read the
registration statement, the proxy statement/prospectus and all other documents
which will be filed with the SEC, and any amendments or supplements to those
documents, because they will contain important information which you should
consider before making any decision regarding the merger. You will be able to
obtain a free copy of the proxy statement/prospectus, as well as other filings
containing information about NewAliance and Westbank, at the SEC's web site
(http://www.sec.gov) and at their respective web sites, www.newalliancebank.com
and www.westbankonline.com.
Copies of the proxy statement/prospectus can be obtained without charge, when
available, by directing a request to NewAlliance Bancshares, Inc., 195 Church
Street, New Haven, Connecticut 06510 or to Westbank Corporation, 225 Park
Avenue, West Springfield, Massachusetts 01089-3326.
Westbank and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of Westbank in
connection with the merger. Information about the directors and executive
officers of Westbank and their ownership of Westbank common stock is set forth
in its proxy statement for its 2006 annual meeting of shareholders, date March
15, 2006, filed with the SEC which is available at the Westbank and SEC web
sites noted above. Additional information regarding the interests of such
participants may be obtained by reading the proxy statement/prospectus when it
becomes available.
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