Camden National (CAC) M&A Announcement summary

Deal rationale and strategic fit

• Merger creates a premier Northern New England bank with a contiguous footprint in Maine and New Hampshire, combining two culturally aligned, high-quality franchises with complementary geographies and strong credit cultures.

• Both organizations share similar operating philosophies, core values, and the same core operating system, enabling seamless integration and leveraging technology across a broader customer base.

• The combination expands opportunities for employees, enhances customer offerings, and strengthens community investments.

• Unlocks growth via business diversification, a larger balance sheet, and a $1.0B deposit franchise, enhancing profitability and returns above 1.00% ROAA.

• The merger is expected to drive profitability, shareholder value, and operational enhancements, positioning the company for future growth.

Financial terms and conditions

• 100% all-stock transaction with a fixed exchange ratio of 0.83 Camden National shares for each Northway share; Camden National shareholders will own 86% and Northway shareholders 14% of the combined entity.

• Implied purchase price is $86.6 million, or $31.46 per Northway share, representing 139% of tangible book value and a 2.6% core deposit premium.

• Transaction multiples: Price/2025E EPS + cost saves 6.1x.

• Estimated one-time transaction costs of $13.5 million.

• One Northway board member will join the board at closing.

Synergies and expected cost savings

• Estimated cost synergies of 35% of Northway's noninterest expense, with 75% realized in 2025 and 100% in 2026; no revenue synergies included in the model.

• One-time pre-tax merger expenses of $13.5 million.

• Significant opportunity for additional fee income, deeper commercial relationships, and enhanced capacity for strategic technology investments and broader product offerings post-merger.

• Merger expected to be 19.9% accretive to 2025 EPS and 32.7% to 2026 EPS.