NBT Bancorp and Salisbury Bancorp Announce Agreement To Merge

NBT Bancorp Inc. (NBT) (NASDAQ: NBTB) and Salisbury Bancorp, Inc. (Salisbury) (NASDAQ: SAL) announced today that they have entered into a definitive agreement pursuant to which Salisbury will merge with and into NBT. The merger consideration is 100% stock and is valued at approximately $204 million and is expected to close in the second quarter of 2023 subject to customary closing conditions, including approval by the shareholders of Salisbury and required regulatory approvals. The combination, approved unanimously by the boards of directors of both companies, will provide market extension for both institutions and join two high-quality franchises with long histories of service to their customers and communities.

Salisbury is a premier community bank franchise headquartered in Lakeville, CT and had assets of $1.51 billion, deposits of $1.33 billion, and net loans of $1.18 billion as of September 30, 2022. Its primary subsidiary, Salisbury Bank and Trust Company, is a Connecticut-chartered commercial bank with 14 banking offices in northwestern Connecticut, the Hudson Valley region of New York and southwestern Massachusetts.

Under the terms of the merger agreement, each outstanding share of Salisbury common stock will be converted into the right to receive 0.7450 shares of NBT common stock upon completion of the merger, which equates to a value of $35.00 per Salisbury share and based on NBT’s volume-weighted average closing stock price of $46.98 for the 10-day trading period ending on November 29, 2022. The transaction is intended to qualify as a reorganization for federal income tax purposes, and as a result, the receipt of NBT common stock by shareholders of Salisbury is expected to be tax-free.

NBT expects the transaction to be approximately 9.8% accretive to first full-year proforma GAAP earnings per share after close and 4.9% per share accretive to cash earnings excluding the impact of purchase accounting adjustments, including fair value marks to securities and loans and the establishment of a core deposit intangible asset.

“We are very excited to partner with Salisbury and to extend our footprint into their attractive and complementary markets,” said NBT President and CEO John H. Watt, Jr. “Importantly, the organizational values upheld by the Salisbury team align very well with those of NBT. We look forward to welcoming these dedicated financial professionals to NBT and growing our combined company together. We are also pleased that Rick Cantele, Salisbury’s President and CEO, will become a member of NBT’s Executive Management Team. Salisbury has an impressive history of service to their customers, communities and shareholders, and we are honored to have the opportunity to build on these relationships.”

“We are proud to become part of a long-standing, high-performing franchise like NBT Bank,” said Salisbury President and CEO Richard J. Cantele, Jr. “We believe this combination will create significant value for Salisbury shareholders, both immediately and longer term. Furthermore, we are confident the operating philosophies shared by NBT and Salisbury will ensure that our customers continue to receive high-quality service from people they know and trust. NBT has been consistently recognized for superior customer satisfaction and offers comprehensive omni-channel solutions. Through the partnership between Salisbury and NBT, our customers will gain access to an expanded set of products, services and capabilities.”

 In recognition of both organizations’ strong community focus, NBT has committed to maintaining charitable support in the markets served by Salisbury at consistent levels following the merger. NBT has also pledged to contribute an additional $500,000 in incremental support to demonstrate the company’s ongoing commitment to these markets.

Performance Construction Services, Inc., A Quandel Company, Merges with Subsidiary, Susquehanna Supply Company

Performance Construction Services, Inc., a Quandel Company, announces their merger with subsidiary, Susquehanna Supply Company, to form Performance Construction Company. Integrating the two companies offers an established history of heavy civil contracting and construction services solutions to their clients throughout the Mid-Atlantic market.

Performance Construction Services, Inc. began in 1995 as the self-performing provider for Quandel Construction Group and has evolved over the years as a general contracting company specializing in heavy concrete, bridges, dams, and water and wastewater treatment plants. When Susquehanna Supply Company joined the Quandel family of companies three years ago, Performance Construction Services, Inc. added a long history of bridge construction, some of the most visible bridge projects in Northcentral and Northeastern Pennsylvania.

Over the past three years, both Performance and Susquehanna Supply were managed by the same management team and shared many of the same administrative, labor, and equipment resources. The merger of Performance and Susquehanna Supply will allow them to:

  • more effectively manage their business, their manpower, and their equipment to provide heavy civil contracting and construction service solutions to their clients, and
  • continue to be a regionally recognized heavy-civil construction company implementing innovation and technology in water and wastewater, bridges, dams, concrete, and site development.

“With the merger of these two companies into Performance Construction Company, we are in a stronger position to offer our clients construction solutions they need to address the challenges they face,” said Jerome Urban, president and chief executive officer of Performance Construction Company. The merger positions us to focus our combined industry experience and resources to help clients generate new value and succeed in today’s increasingly competitive market.” As they move forward together under one name, Performance Construction Company, they continue to deliver resilient, flexible solutions that improve their clients’ operations. While their name is changing, their core values remain the same – safety, integrity, exceptional service, commitment to excellence, and team. They are committed to leading, making a difference, and building a better future.

Geisinger Wyoming Valley Medical Center Celebrates 40th Anniversary

In 1981, three local hospitals merged to create one hospital that would modernize the delivery of health care in northeastern Pennsylvania. In 2021, that hospital, Geisinger Wyoming Valley Medical Center, is celebrating four decades of dedicated service to the community.

Originally NPW Medical Center, a consolidation of Nanticoke, Pittston and Wyoming Valley hospitals, the health care facility was renamed Geisinger Wyoming Valley Medical Center shortly after opening, as Geisinger joined the collaboration after Nanticoke’s withdrawal.

What began as a standalone community hospital on East Mountain is now a regional medical center and destination for care with a mission to make better health easier for patients and members in Luzerne County and beyond.

Recently, Geisinger Wyoming Valley received 5-Star status from the Centers for Medicare and Medicaid (CMS), the highest quality and patient safety score bestowed by the organization, putting the medical center among the top 14 percent of hospitals in the country.

“As the only CMS 5-Star hospital in northeastern Pennsylvania, we are proud to provide care of unsurpassed quality to residents of the region,” said Karlyn Paglia, M.D., chief medical officer at Geisinger Wyoming Valley. “With a full spectrum of services available to our patients and members, we look forward to caring for our community for many more years to come.”

Complemented by a network of primary care and outpatient specialty clinics that provide world-class care close to home for residents of the region, Geisinger Wyoming Valley is as community-focused as ever, continually building upon and improving programs and services for northeastern Pennsylvanians.

In 1992, the hospital added the Frank M. and Dorothea Henry Cancer Center, which is now home to a comprehensive team of fellowship-trained cancer specialists and advanced treatment options like CyberKnife targeted radiation therapy, which was only previously available in major metropolitan areas like Philadelphia and New York. An $80 million renovation of Geisinger Wyoming Valley and the Henry Cancer Center began in spring 2020, which will double the center’s capacity for infusion services, create an 18-bed inpatient unit for treatment of complex blood cancers, and make more appointments available to patients.

In 2001, Geisinger Wyoming Valley established the Richard and Marion Pearsall Heart Hospital, which is recognized by the American Heart Association for its ability to treat the most severe heart attacks and offers advanced treatment in cardiology, electrophysiology and cardiac surgery. In 2008, the then-new Critical Care Building became home to the Emergency Department and Level II Trauma Center. And in 2011, the Tambur Family Neonatal Intensive Care Unit (NICU) opened. Still the only NICU in Luzerne County, the Level III unit cares for infants as young as 28 weeks gestation.

Throughout the decades, program expansions and advancements in care have been designed to offer everything a patient might need in northeastern Pennsylvania. Those strides have continued in recent years.

Since April 2019, Geisinger Wyoming Valley has received Magnet® Recognition, the highest national honor for nursing excellence, and become a Comprehensive Stroke Center, a hospital capable of treating the most complex types of stokes and neurovascular complications. The stroke program is the most advanced in the region, even treating patients who are flown in from New York.

The medical center’s CMS 5-Star ranking is the latest in these quality-of-care achievements and is a testament to the hard work providers put in daily to care for their friends and neighbors.

Noreen Diaco took her first full-time job at NPW in July 1981, and 40 years later, she’s celebrating her work anniversary along with Geisinger Wyoming Valley. Now an executive assistant to Dr. Paglia and other leaders, she remembers her experience as one of strong community.

“I grew up with Geisinger Wyoming Valley,” Diaco said. “The people I’ve met and worked with have become family to me. Through the 40 years, I have watched NPW change names and develop from a small-town hospital to a well-known institution. Through all the changes, the small-town, personalized service can still be felt.”