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Camden National: Unaudited Pro Forma Combined Condensed Consolidated Financial Statements

The following excerpt is from the company's SEC filing.

The following unaudited pro forma combined condensed consolidated financial information has been prepared using the acquisition method of accounting giving effect to the merger of SBM Financial, Inc. (“SBM”) into Camden National Corporation (“Camden”) (the “Merger”). The unaudited pro forma combined condensed consolidated balance sheet combines the historical financial information of Camden and SBM as of June 30, 2015 and assumes that the Merger was completed on that date. The unaudited pro forma combined consolidated statements of income combine the historical financial information of Camden and SBM and give effec t to the Merger as if it had been completed as of January 1, 2014 or January 1, 2015. The unaudited pro forma combined condensed consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations or financial condition had the Merger been completed on the dates described above, nor is it necessarily indicative of the results of operations in future periods or the future financial position of the combined entities. Certain reclassifications have been made to SBM’s historical financial information in order to conform to Camden’s presentation of financial information.

The actual value of Camden common stock to be recorded as consideration in the Merger will be based on the closing price of Camden common stock on October 16, 2015, the closing date of the Merger. For purposes of the pro forma financial information, the fair value of Camden common stock to be issued in connection with the Merger was based on Camden’s closing price of $38.70 as of June 30, 2015.

The pro forma financial information includes estimated adjustments, including adjustments to record assets and liabilities of SBM at its fair value, and represents the pro forma estimates by Camden based on available fair value information as of June 30, 2015.

The pro forma adjustments included herein are subject to change depending on changes in interest rates and the components of assets and liabilities, and as additional information becomes available and additional analyses are performed. The final allocation of the purchase price for the Merger will be determined after it is completed and after completion of thorough analyses to determine the fair value of SBM’s tangible and identifiable intangible assets and liabilities as of October 16, 2015. Increases or decreases in the estimated fair values of the net assets as compared with the information shown in the unaudited pro forma combined condensed consolidated financial information may change the amount of the purchase price allocated to goodwill and other assets and liabilities and may impact Camden’s statement of income due to adjustments in yield and/or amortization of the adjusted assets or liabilities. Any changes to SBM’s shareholders’ equity, including results of operations from June 30, 2015 through October 16, 2015, will also change the purchase price allocation, which may include the recording of a lower or higher amount of goodwill. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein.

Camden anticipates that the Merger will provide the combined company with financial benefits that include reduced operating expenses. These cost savings are not included in these pro forma statements and there can be no assurance that expected cost savings will be realized. The pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings or opportunities to earn additional revenue and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had our companies been combined during the period.

The unaudited pro forma combined condensed consolidated financial information has been derived from and should be read in conjunction with the historical consolidated financial statements and the related notes of Camden and SBM, which are incorporated by reference in Camden's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 19, 2015.

The unaudited pro forma shareholders’ equity and net income are qualified by the statements set forth under...


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