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Camden National Announces Final Results Of Elections Regarding Merger Consideration

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

Camden National Corporation (NASDAQ®: CAC; "Company" or “Camden National”) announced today the merger consideration to be received by SBM Financial, Inc. (“SBM”) stockholders in Camden National’s acquisition of SBM, which is expected to close on October 16, 2015.

Under the terms of the merger agreement, 80% of the outstanding shares of SBM common stock will be exchanged for shares of Camden National common stock, and 20% of the outstanding shares of SBM common stock will be exchanged for cash. SBM stockholders were asked to elect the form of merger con sideration they wished to receive. Of the 634,062 shares of SBM common stock that will be outstanding immediately prior to closing, the holders of 430,505 shares, or 67.90%, elected to receive Camden National common stock. The holders of 144,999 shares, or 22.87%, elected to receive cash. The holders of 58,558 shares, or 9.23%, submitted elections expressing no preference as to the form of merger consideration or did not make a valid election.

Based on the final election results and applying the adjustment, election and allocation procedures set forth in the merger agreement, SBM stockholders will receive the following consideration:

SBM stockholders who made valid elections to receive stock consideration will receive stock consideration for 100% of their shares subject to such election;

SBM stockholders who made valid elections to receive cash consideration will receive cash consideration for 87.46% of their shares subject to such election; and

SBM stockholders who failed to make a valid election, or chose to make no election, will receive stock consideration for 100% of their shares.

The cash consideration and/or confirmation of the number of shares of Camden National common stock owned by former stockholders of record of SBM will be mailed to such stockholders beginning October 20, 2015. Under the merger agreement, fractional shares of Camden National common stock will not be issued. Instead, former SBM stockholders will receive cash in lieu of fractional shares based on the average closing price of...


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