NBT to merge with in-state lender in $236M deal

Dive Brief:

Norwich, New York-based NBT Bancorp has agreed to merge with Williamsville, New York-based Evans Bancorp in an all-stock transaction valued at roughly $236 million, the companies announced Monday.
The combined entity, aiming to expand NBT’s footprint in western New York, will have approximately $16 billion in assets, $12 billion in loans, $13 billion in deposits, and a market cap of roughly $2.4 billion, according to NBT’s investor presentation.
The transaction – expected to close in the second quarter of 2025 – has been approved by the boards of each company but awaits shareholder and regulatory approvals.

Dive Insight:

Evans Bank will merge with NBT Bank, with the latter becoming the surviving bank following the deal’s completion, NBT said in a Securities and Exchange Commission filing Monday.

The deal will create a combined organization with the highest deposit market share in Upstate New York for banks under $100 billion in assets and have a network of 172 locations from Buffalo, New York, to Portland, Maine, the banks said.

“We are enthusiastic about this opportunity to partner with Evans and are confident it is a high quality and incredibly impactful way to expand NBT’s presence into Western New York,” NBT President and CEO Scott A. Kingsley said in a statement.

“Adding the greater Buffalo and Rochester communities to the markets served by NBT is a natural geographic extension of our footprint in Upstate New York, where we have been very active and successful for nearly 170 years,” Kingsley said.

NBT will acquire 100% of Evans' outstanding shares in exchange for common shares of NBT. The exchange ratio has been fixed at 0.91 NBT shares for each share of Evans; the transaction value is based on NBT’s closing stock price of $46.28 Friday.

The deal is expected to result in earnings per share accretion of 13.6%, with tangible book value earnback in less than three years, the investor presentation noted.

If the agreement falls through, Evans might be required to pay NBT a termination fee of $8.4 million, according to the SEC filing.

After the merger, Evans CEO David Nasca will join the NBT board of directors. The combined firm plans to retain all branch offices and retail and business development teams.

“In NBT we have found a powerful partner that closely mirrors the culture and values that we have operated under throughout our long history,” Nasca said in a statement. The combined bank will maintain a relationship-focused approach while offering an expanded suite of products and services, he added.

The $13.5 billion asset NBT operates 154 banking locations in New York, Pennsylvania, Vermont, Massachusetts, New Hampshire, Maine and Connecticut.

This is the second deal for NBT in a little over a year. Last August, NBT completed the merger of Salisbury Bancorp and added 13 banking locations.

Evans is a $2.26 billion asset company operating 18 branches through western New York under its subsidiary Evans Bank. Evans acquired Rochester-based Fairport Savings Bank in May 2020.

The merger will help NBT expand west along the New York State Thruway into markets such as Buffalo and Rochester — two critical markets that are part of the tech hub, according to the investor presentation.

There has been a recent uptick in bank mergers and acquisitions — outpacing last year’s M&A activities. There were 38 deal announcements through Aug. 1, compared with 29 such during the first seven months of 2023, according to data from Dealogic.

This is the second deal within the New York region announced in less than a week. On Friday, Englewood Cliffs, New Jersey-based ConnectOne Bancorp disclosed its plans to merge with Melville, New York-based The First of Long Island Corp. in an all-stock transaction valued at $284 million. The companies said the deal would create a premier middle-market bank focusing on the greater New York metro area.

Last month, Champaign, Illinois-based Busey Bank and Leawood, Kansas-based CrossFirst Bank announced they will merge in a $916.8 million all-stock transaction set to close in the first half of 2025. The transaction will create a bank with a 10-state footprint and assets of roughly $20 billion.