People's United Financial, Inc. (NASDAQ:PBCT), the holding company
for People's United Bank, N.A., announced today an agreement to
acquire First Connecticut Bancorp, Inc. (NASDAQ:FBNK), of
Farmington CT, the holding company for Farmington Bank, in a 100%
stock transaction valued at approximately $544 million. Completion
of the transaction is subject to customary closing conditions,
including receipt of regulatory approvals and the approval of First
Connecticut Bancorp, Inc. shareholders.
“We are excited to welcome Farmington Bank to People’s United,”
said Jack Barnes, CEO, People’s United Financial. “They have a
long-standing relationship-based approach to serving their
customers and complementary commercial and retail capabilities.
This, coupled with their experienced team and similar culture, will
strengthen our well-established presence in the region.”
“People’s United Bank is a premier brand with a rich 176-year
history in the state of Connecticut,” said John Patrick, Chairman,
President and CEO, Farmington Bank. “Our customers will benefit
from their broader array of products, enhanced access to technology
and digital capabilities, as well as the bank’s seven-day-a-week
Stop & Shop branch locations.”
Established in 1851, Farmington Bank is a community bank with 28
branches throughout Central Connecticut and Western Massachusetts.
With $3.1 billion in assets, the bank has built a strong balance
sheet by focusing on commercial and retail banking.
Barnes added, “As with the People’s United Community Foundation,
Farmington Bank has a strong commitment to community giving. With
our shared focus, we will continue to positively impact the lives
of individuals, families and businesses throughout Hartford
County.”
People's United expects the transaction to be $0.05 accretive to
earnings per common share based on fully phased-in cost savings,
with a tangible book value earn-back of approximately 3.5 years and
an IRR of approximately 18%. The transaction is expected to close
during the fourth quarter of 2018.
Under the terms of the agreement, which has been approved by
both companies' boards of directors, First Connecticut Bancorp,
Inc. shareholders will receive 1.725 shares of People’s United
Financial stock for each First Connecticut Bancorp, Inc. share. The
transaction is valued at $32.33 per First Connecticut Bancorp, Inc.
share, based on the closing price of People's United's common stock
on June 18, 2018.
Keefe, Bruyette & Woods, Inc. served as financial advisor to
People's United and Simpson Thacher & Bartlett LLP served as
legal counsel to People's United.
Piper Jaffray & Co. served as financial advisor to First
Connecticut Bancorp, Inc. and Hinckley Allen & Snyder LLP
served as legal counsel to First Connecticut Bancorp, Inc.
Conference Call InformationMore information
regarding the strategic and financial implications of the
acquisition will be provided in a People's United conference call
and presentation taking place today, June 19, 2018, at 8:30 a.m.
ET. The call will be broadcast live via
https://edge.media-server.com/m6/p/zatz72mr through the bank’s
website peoples.com. To access the conference call, dial-in
information is as follows: Domestic: 844-309-6713 and
International: 484-747-6927, conference ID# 4086968. A replay of
the presentation will be available June 19 (midnight) – June 25
(midnight): Domestic: 855-859-2056 and International: 404-537-3406,
conference ID# 4086968.
About People's United Bank, N.A.People's United
Bank, N.A. is a subsidiary of People's United Financial, Inc.
(NASDAQ:PBCT), a diversified financial services company with $44
billion in assets. People’s United Bank, founded in 1842, is a
premier, community-based, regional bank in the Northeast offering
commercial and retail banking, as well as wealth management
services through a network of nearly 400 retail locations in
Connecticut, New York, Massachusetts, Vermont, New Hampshire and
Maine.
About First Connecticut Bancorp, Inc.First
Connecticut Bancorp, Inc. is the holding company for Farmington
Bank, a full-service community bank with 28 branch locations
throughout Central Connecticut and Western Massachusetts, offering
commercial and retail banking as well as wealth management
services. Established in 1851, Farmington Bank is a diversified
consumer and commercial bank with an ongoing commitment to
contribute to the betterment of the communities in their region.
Farmington Bank has assets of $3.1 billion. For more information
about Farmington Bank, visit farmingtonbankct.com.
Forward-Looking StatementsThis communication
contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 including, but not
limited to, People’s United’s and First Connecticut’s expectations
or predictions of future financial or business performance or
conditions. Forward-looking statements are typically identified by
words such as “believe,” “expect,” “anticipate,” “intend,”
“target,” “estimate,” “continue,” “positions,” “plan,” “predict,”
“project,” “forecast,” “guidance,” “goal,” “objective,”
“prospects,” “possible” or “potential,” by future conditional verbs
such as “assume,” “will,” “would,” “should,” “could” or “may”, or
by variations of such words or by similar expressions. These
forward-looking statements are subject to numerous assumptions,
risks and uncertainties, which change over time, are difficult to
predict and are generally beyond the control of either company.
Forward-looking statements speak only as of the date they are made
and we assume no duty to update forward-looking statements. Actual
results may differ materially from current projections.
In addition to factors previously disclosed in People’s United’s
and First Connecticut’s reports filed with the SEC and those
identified elsewhere in this communication, the following factors,
among others, could cause actual results to differ materially from
forward-looking statements or historical performance: ability to
obtain regulatory approvals and meet other closing conditions to
the merger, including approval by First Connecticut shareholders on
the expected terms and schedule, and including the risk that
regulatory approvals required for the merger are not obtained or
are obtained subject to conditions that are not anticipated; delay
in closing the merger; difficulties and delays in integrating the
First Connecticut business or fully realizing cost savings and
other benefits; business disruption following the merger; changes
in asset quality and credit risk; the inability to sustain revenue
and earnings growth; changes in interest rates and capital markets;
inflation; customer acceptance of People’s United’s products and
services; customer borrowing, repayment, investment and deposit
practices; customer disintermediation; the introduction,
withdrawal, success and timing of business initiatives; competitive
conditions; the inability to realize cost savings or revenues or to
implement integration plans and other consequences associated with
mergers, acquisitions and divestitures; economic conditions; the
impact, extent and timing of technological changes and capital
management activities; litigation; increased capital requirements,
other regulatory requirements or enhanced regulatory supervision;
and other actions of the Federal Reserve Board and legislative and
regulatory actions and reforms.
Annualized, pro forma, projected and estimated numbers are used
for illustrative purpose only, are not forecasts and may not
reflect actual results.
Important Additional Information and Where to Find
It This communication is being made in respect of the
proposed merger transaction involving People’s United Financial,
Inc. and First Connecticut Bancorp, Inc. People’s United intends to
file a registration statement on Form S-4 with the SEC, which will
include a proxy statement of First Connecticut and a prospectus of
People’s United, and each party will file other documents regarding
the proposed transaction with the SEC. A definitive proxy
statement/prospectus will also be sent to the First Connecticut
shareholders seeking any required shareholder approval. This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. Before making any voting or investment
decision, investors and shareholders of First Connecticut are urged
to carefully read the entire registration statement and proxy
statement/prospectus, when they become available, and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to these documents, because they will contain important
information about the proposed transaction. The documents filed by
People’s United and First Connecticut with the SEC may be obtained
free of charge at the SEC’s website at www.sec.gov. In addition,
the documents filed by People’s United may be obtained free of
charge from People’s United at www.peoples.com under the tab
“Investor Relations” and then under the heading “Financial
Information”, and the documents filed by First Connecticut may be
obtained free of charge from First Connecticut at
www.firstconnecticutbancorp.com under the tab “Investor Relations”
and then under the tab “SEC Filings.” Alternatively, these
documents, when available, can be obtained free of charge from
People’s United upon written request to People’s United Financial,
Inc., 850 Main Street, Bridgeport, Connecticut 06604, Attn:
Investor Relations, or by calling (203) 338-4581, or by sending an
email to Andrew.Hersom@peoples.com or from First Connecticut upon
written request to First Connecticut Bancorp, Inc., 1 Farm Glen
Boulevard, Farmington, Connecticut 06032, Attn: Investor Relations,
or by calling (860) 284-6359, or by sending an email to
Jdaukas@farmingtonbankct.com.
People’s United and First Connecticut and certain of their
respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders
of First Connecticut in favor of the approval of the merger.
Information regarding People’s United’s directors and executive
officers is contained in People’s United’s Annual Report on Form
10-K for the year ended December 31, 2017 and its Proxy Statement
on Schedule 14A, dated March 7, 2018, which are filed with the SEC.
Information regarding First Connecticut’s directors and executive
officers is contained in First Connecticut’s Annual Report on Form
10-K for the year ended December 31, 2017 and its Proxy Statement
on Schedule 14A, dated March 29, 2018, which are filed with the
SEC. Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the registration
statement and the proxy statement/prospectus when they become
available. Free copies of these documents may be obtained as
described in the preceding paragraph.
Media Contact:Steven BodakowskiCorporate
Communications203-338-4202Steven.Bodakowski@peoples.com
Investor Contact:Andrew Hersom Investor
Relations 203-338-4581 Andrew.Hersom@peoples.com
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