SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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¨ | Preliminary Proxy Statement | |
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x | Definitive Proxy Statement | |
¨ | Definitive Additional Materials | |
¨ | Soliciting Material Pursuant to § 240.14a-12 |
Chicopee Bancorp, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Joint Proxy Statement/Prospectus
MERGER PROPOSEDYOUR VOTE IS VERY IMPORTANT
Dear Shareholder:
On April 4, 2016, the boards of directors of Westfield Financial, Inc., or Westfield, and Chicopee Bancorp, Inc., or Chicopee, each unanimously approved a merger agreement between Westfield and Chicopee, pursuant to which Chicopee will merge with and into Westfield, with Westfield surviving the merger. Immediately following the merger, Chicopee Savings Bank, the wholly-owned subsidiary of Chicopee, will merge with and into Westfield Bank, the wholly-owned subsidiary of Westfield, with Westfield Bank surviving the merger.
Westfield is holding an annual meeting for its shareholders and Chicopee is holding a special meeting for its shareholders to vote on the proposals necessary to complete the merger. The merger cannot be completed unless the holders of at least two-thirds of the shares of Westfield common stock outstanding and entitled to vote and the holders of at least a majority of the shares of Chicopee common stock outstanding and entitled to vote at each companys shareholder meeting vote to adopt and approve the merger agreement. The boards of directors of Westfield and Chicopee each unanimously recommends that their respective shareholders vote FOR adoption and approval of the merger agreement.
The annual meeting of Westfield shareholders will be held at the Sheraton Springfield Monarch Place, One Monarch Place, Springfield, Massachusetts 01144 on September 29, 2016, at 10:00 a.m., local time. The special meeting of Chicopee shareholders will be held at the Castle of the Knights, 1599 Memorial Drive, Chicopee, Massachusetts 01020 on September 28, 2016, at 10:00 a.m., local time.
If the merger is completed, Chicopee shareholders will receive 2.425 shares of Westfield common stock for each share of Chicopee common stock they own on the effective date of the merger. Chicopee shareholders will also receive cash in lieu of any fractional shares they would have otherwise received in the merger. Westfield has registered 15,500,072 shares of its common stock for issuance to the Chicopee shareholders, which represents the estimated maximum number of shares of Westfield common stock that may be issued upon the completion of the merger described herein. Although the number of shares of Westfield common stock that holders of Chicopee common stock will be entitled to receive is fixed, the market value of the stock consideration will fluctuate with the market price of Westfield common stock and will not be known at the time Chicopee shareholders vote on the merger. However, as described in more detail elsewhere in this joint proxy statement/prospectus, under the terms of the merger agreement, if the average price of Westfield common stock over a specified period of time prior to completion of the merger decreases 20% or more below the average price of Westfield common stock over a specified period of time prior to the date of the merger agreement, and the average price of Westfield common stock during the same period prior to completion of the merger similarly declines relative to the performance of the NASDAQ Bank Index, Chicopee would have a right to terminate the merger agreement, unless Westfield elects to increase the exchange ratio, which would result in additional shares of Westfield common stock being issued.
Westfield common stock is listed on the NASDAQ Global Select Market under the symbol WFD and Chicopee common stock is listed on the NASDAQ Global Market under the symbol CBNK. On April 4, 2016, which was the last trading day preceding the public announcement of the proposed merger, the closing price of Westfield common stock was $8.42 per share, which after giving effect to the exchange ratio has an implied value of $20.42 per share. On August 4, 2016, which was the most recent practicable trading day before the printing of this joint proxy statement/prospectus, the closing price of Westfield common stock was $7.55, which after giving effect to the exchange ratio, has an implied value of approximately $18.31 per share and would result in total merger consideration valued at $117.0 million assuming the issuance of the maximum number of shares Westfield common stock set forth above. The market prices of Westfield and Chicopee will fluctuate between now and the closing of the merger. We urge you to obtain current market quotations for both Westfield and Chicopee common stock.
Your vote is important regardless of the number of shares you own. Whether or not you plan to attend your companys shareholder meeting, please take the time to vote by completing and mailing the enclosed proxy card or by submitting a proxy through the Internet or by telephone as described in the instructions on the enclosed proxy card as soon as possible to make sure your shares are represented at the shareholder meeting. If you hold shares through a bank or broker, please use the voting instructions you have received from your bank or broker. If you submit a properly signed proxy card without indicating how you want to vote, your proxy will be counted as a vote FOR each of the proposals being voted on at your companys shareholder meeting. The failure to vote by submitting your proxy or attending your companys shareholder meeting and voting in person will have the same effect as a vote against adoption and approval of the merger agreement.
The accompanying document serves as the joint proxy statement for the annual meeting of Westfield and the special meeting of Chicopee, and as the prospectus for the shares of Westfield common stock to be issued in connection with the merger. This joint proxy statement/prospectus describes the shareholder meetings, the merger, the documents related to the merger and other related matters. Westfield and Chicopee have sent you this joint proxy statement/prospectus and the proxy card because their respective board of directors is soliciting your proxy to vote at the respective shareholder meeting. Please carefully review and consider this joint proxy statement/prospectus. Please give particular attention to the discussion under the heading Risk Factors beginning on page 27 for risk factors relating to the merger which you should consider.
We look forward to the successful completion of the merger.
Sincerely,
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James C. Hagan Westfield Financial, Inc. President and Chief Executive Officer |
William J. Wagner Chicopee Bancorp, Inc. President and Chief Executive Officer |
Neither the Securities and Exchange Commission nor any state securities commission or bank regulatory agency has approved or disapproved of the securities to be issued in the merger or determined if the attached joint proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.
The shares of Westfield common stock to be issued in the merger are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by any federal or state governmental agency.
This joint proxy statement/prospectus is dated August 8, 2016, and is first being mailed to Westfield shareholders and Chicopee shareholders on or about August 12, 2016.
P.O. Box 300
Chicopee, Massachusetts 01014
(413) 594-6692
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON
A special meeting of shareholders of Chicopee Bancorp, Inc., or Chicopee, will be held at the Castle of the Knights, 1599 Memorial Drive, Chicopee, Massachusetts 01020 on September 28, 2016, at 10:00 a.m., local time, for the following purposes:
1. | to consider and vote on a proposal to approve the Agreement and Plan of Merger, or the merger agreement, by and between Westfield Financial, Inc., or Westfield, and Chicopee, dated as of April 4, 2016, pursuant to which Chicopee will merge with and into Westfield with Westfield surviving; |
2. | to consider and vote on an advisory (non-binding) proposal to approve the compensation payable to the named executive officers of Chicopee in connection with the merger; and |
3. | to consider and vote on a proposal to approve one or more adjournments of the special meeting, if necessary, to permit further solicitation of proxies if there are insufficient votes at the time of the special meeting, or at any adjournment or postponement of that meeting, to approve the merger agreement. |
The merger agreement and proposed merger of Chicopee with and into Westfield is more fully described in the attached joint proxy statement/prospectus, which you should read carefully and in its entirety before voting. A copy of the merger agreement is included as Annex A to the attached joint proxy statement/prospectus.
The board of directors of Chicopee has established the close of business on August 3, 2016 as the record date for the special meeting. Only record holders of Chicopee common stock as of the close of business on that date will be entitled to notice of and vote at the special meeting or any adjournment or postponement of that meeting. A list of shareholders entitled to vote at the special meeting will be available for inspection at the special meeting and before the special meeting, during the period beginning two business days after notice of the meeting is given and upon written request by any Chicopee shareholder. The affirmative vote of holders of at least a majority of the shares of Chicopee common stock outstanding and entitled to vote at the special meeting is required to approve the merger agreement.
Your vote is important, regardless of the number of shares that you own. Please complete, sign and return the enclosed proxy card promptly in the enclosed postage-paid envelope or submit a proxy through the Internet or by telephone as described in the instructions contained on the enclosed proxy card. Voting by proxy will not prevent you from voting in person at the special meeting, but will assure that your vote is counted if you are unable to attend. You may revoke your proxy at any time before the meeting. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions furnished to you by such record holder with these materials. If you do not vote in person or by proxy, the effect will be a vote AGAINST approval of the merger agreement.
The Chicopee board of directors unanimously recommends that you vote FOR approval of the merger agreement, FOR approval, on an advisory (non-binding) basis, of the compensation payable to the named executive officers of Chicopee in connection with the merger, and FOR the adjournment proposal as described above.
By Order of the Board of Directors,
Theresa C. Szlosek
Corporate Secretary
Chicopee, Massachusetts
August 8, 2016
141 Elm Street
Westfield, Massachusetts 01085
(413) 568-1911
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
An annual meeting of shareholders of Westfield Financial, Inc., or Westfield, will be held at the Sheraton Springfield Monarch Place, One Monarch Place, Springfield, Massachusetts 01144 on September 29, 2016, at 10:00 a.m., local time, for the following purposes:
1. | to consider and vote on a proposal to adopt and approve the Agreement and Plan of Merger, or the merger agreement, by and between Westfield and Chicopee Bancorp, Inc., or Chicopee, dated as of April 4, 2016, pursuant to which Chicopee will merge with and into Westfield with Westfield surviving; |
2. | to consider and vote on a proposal to elect the nominees named in the attached joint proxy statement/prospectus as directors to serve on the Westfield board of directors for a term of office stated therein; |
3. | to consider and vote on a proposal to approve an advisory (non-binding) resolution on the compensation of Westfields named executive officers; |
4. | to consider and vote on a proposal to ratify the appointment of Wolf & Company, P.C. as Westfields independent registered public accounting firm for the fiscal year ending December 31, 2016; |
5. | to consider and vote on a proposal to approve one or more adjournments of the annual meeting, if necessary, to permit further solicitation of proxies if there are insufficient votes at the time of the annual meeting, or at any adjournment or postponement of that meeting, to adopt and approve the merger agreement; and |
6. | to consider and act upon such other matters as may properly come before the annual meeting or any adjournment or postponement of that meeting. |
The merger agreement and proposed merger of Chicopee with and into Westfield is more fully described in the attached joint proxy statement/prospectus, which you should read carefully and in its entirety before voting. A copy of the merger agreement is included as Annex A to the attached joint proxy statement/prospectus.
The board of directors of Westfield has established the close of business on August 5, 2016 as the record date for the annual meeting. Only record holders of Westfield common stock as of the close of business on that date will be entitled to notice of and vote at the annual meeting or any adjournment or postponement of that meeting. A list of shareholders entitled to vote at the annual meeting will be available for inspection at the annual meeting and before the annual meeting, during the period beginning two business days after notice of the meeting is given and upon written request by any Westfield shareholder. The affirmative vote of holders of at least two-thirds of the shares of Westfield common stock outstanding and entitled to vote at the annual meeting is required to adopt and approve the merger agreement.
Your vote is important, regardless of the number of shares that you own. Please complete, sign and return the enclosed proxy card promptly in the enclosed postage-paid envelope or submit a proxy through the Internet or by telephone as described in the instructions contained on the enclosed proxy card. Voting by proxy will not prevent you from voting in person at the annual meeting, but will assure that your vote is counted if you are unable to attend. You may revoke your proxy at any time before the meeting. If your shares are held in
the name of a bank, broker or other nominee, please follow the instructions furnished to you by such record holder with these materials. If you do not vote in person or by proxy, the effect will be a vote AGAINST adoption and approval of the merger agreement.
The Westfield board of directors unanimously recommends that you vote FOR adoption and approval of the merger agreement, FOR all of the nominees for election as directors, FOR approval of the advisory (non-binding) resolution on the compensation of Westfields named executive officers, FOR ratification of the appointment of Wolf & Company, P.C. as Westfields independent registered public accounting firm, and FOR the adjournment proposal as described above.
By Order of the Board of Directors,
James C. Hagan
Chief Executive Officer
Westfield, Massachusetts
August 8, 2016
ADDITIONAL INFORMATION
The accompanying joint proxy statement/prospectus incorporates by reference important business and financial information about Westfield and Chicopee from documents that are not included in or delivered with the joint proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference into this joint proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:
Westfield Financial, Inc. 141 Elm Street Westfield, Massachusetts 01085 Attention: Leo R. Sagan, CFO (413) 568-1911 www.westfieldbank.com (Investor Relations tab) |
Chicopee Bancorp, Inc. P.O. Box 300 Chicopee, Massachusetts 01014 Attention: Theresa C. Szlosek (413) 594-6692 www.chicopeesavings.com (Investor Relations tab) |
To obtain timely delivery, you must request the information no later than five business days before the applicable shareholder meeting. In the case of Chicopee shareholders, this means that you must make your request no later than September 21, 2016, and in the case of Westfield shareholders, this means that you must make your request no later than September 22, 2016.
For a more detailed description of the information incorporated by reference into the accompanying joint proxy statement/prospectus and how you may obtain it, see Where You Can Find More Information beginning on page 157.
The accompanying joint proxy statement/prospectus provides a detailed description of the merger and the merger agreement. We urge you to read the joint proxy statement/prospectus, including any documents incorporated by reference into the joint proxy statement/prospectus, and its annexes carefully and in their entirety. If you have any questions concerning the merger, the other meeting matters or the joint proxy statement/prospectus, or need assistance voting your shares, please contact Alliance Advisors, the proxy solicitor for Westfield and Chicopee, at the address or telephone number listed below:
Alliance Advisors LLC 200 Broadacres Drive, 3rd floor Bloomfield, NJ 07003 (855) 928-4494 |
Please do not send your stock certificates at this time. Chicopee shareholders will be sent separate instructions regarding the surrender of their stock certificates.
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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SHAREHOLDER MEETINGS |
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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF WESTFIELD FINANCIAL, INC. |
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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF CHICOPEE BANCORP, INC. |
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SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL DATA FOR WESTFIELD FINANCIAL, INC. |
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Opinion of Piper Jaffray & Co., Financial Advisor to Chicopee |
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Interests of Chicopees Directors and Executive Officers in the Merger |
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Opinion of Griffin Financial Group LLC, Financial Advisor to Westfield |
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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SHAREHOLDER MEETINGS
The following questions and answers are intended to address briefly some commonly asked questions regarding the merger and the shareholder meetings. These questions and answers may not address all questions that may be important to you as a shareholder. To better understand these matters, and for a description of the legal terms governing the merger, you should carefully read this entire joint proxy statement/prospectus, including the annexes, as well as the documents that have been incorporated by reference into this joint proxy statement/prospectus.
Q: | Why am I receiving this joint proxy statement/prospectus? |
A: | Westfield and Chicopee have agreed to the acquisition of Chicopee by Westfield under the terms of the merger agreement that is described in this joint proxy statement/prospectus. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A. In order to complete the merger, Westfield and Chicopee shareholders must adopt and approve the merger agreement. Westfield will hold an annual meeting of shareholders and Chicopee will hold a special meeting of shareholders to obtain this approval. This joint proxy statement/prospectus contains important information about the merger, the merger agreement, the shareholder meetings of Westfield and Chicopee and other related matters, and you should read it carefully. The enclosed voting materials for each shareholder meeting allow you to vote your shares of common stock without attending your companys shareholder meeting in person. |
We are delivering this joint proxy statement/prospectus to you as both a joint proxy statement of Westfield and Chicopee and a prospectus of Westfield. It is a joint proxy statement because the boards of directors of both Westfield and Chicopee are soliciting proxies from their respective shareholders. Your proxy will be used at your respective shareholder meeting or at any adjournment or postponement of that shareholder meeting. It is also a prospectus because Westfield will issue Westfield common stock to Chicopee shareholders as consideration in the merger, and this prospectus contains information about that common stock.
Q: | What will happen in the merger? |
A: | In the proposed merger, Chicopee will merge with and into Westfield, with Westfield being the surviving entity. Following the merger, Chicopee Savings Bank will be merged with and into Westfield Bank, with Westfield Bank being the surviving entity. Following the effective time of the merger, the combined company will be renamed Western New England Bancorp with the NASDAQ trading symbol WNEB. The combined bank will do business under the Westfield Bank name. |
Q: | What will I receive in the merger? |
A: | Chicopee Shareholders. If the merger is completed, Chicopee shareholders will be entitled to receive 2.425 shares of Westfield common stock for each outstanding share of Chicopee common stock held at the time of the merger. |
The value of the stock consideration is dependent upon the value of Westfield common stock and therefore will fluctuate with the market price of Westfield common stock. Accordingly, any change in the price of Westfield common stock prior to the merger will affect the market value of the stock consideration that Chicopee shareholders will receive as a result of the merger.
Westfield Shareholders. Westfield shareholders will continue to hold their existing shares. Following the merger, Westfield common stock will continue to trade on the NASDAQ Global Select Market under the symbol WNEB.
Q: | Will I receive any fractional shares of Westfield common stock as part of the merger consideration? |
A: | No. Westfield will not issue any fractional shares of Westfield common stock in the merger. Instead, Westfield will pay you the cash value of a fractional share (without interest) in an amount determined by |
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multiplying the fractional share interest to which you would otherwise be entitled by the average of the closing sales prices of one share of Westfield common stock on The NASDAQ Stock Market, or NASDAQ, for the 10 trading days immediately preceding the closing date, as reported by The Wall Street Journal. |
Q: | What will happen to shares of Westfield common stock in the merger? |
A: | Westfield shareholders will not receive any merger consideration for their Westfield common stock. Each share of Westfield common stock outstanding will remain outstanding as a share of Westfield common stock. Following the merger, Westfield common stock will continue to trade on the NASDAQ Global Select Market under the symbol WNEB. |
Q: | What are the material U.S. federal income tax consequences of the merger to U.S. holders of shares of Chicopee common stock? |
A: | The merger is intended to qualify for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, or the Code. Accordingly, Chicopee shareholders generally will not recognize any gain or loss on the conversion of shares of Chicopee common stock solely into shares of Westfield common stock. However, a Chicopee shareholder generally will be subject to tax on cash received in lieu of any fractional share of Westfield common stock that a Chicopee shareholder would otherwise be entitled to receive. See The MergerMaterial U.S. Federal Income Tax Consequences of the Merger beginning on page 88. |
Q: | Will I be able to trade the shares of Westfield common stock that I receive in the merger? |
A: | You may freely trade the shares of Westfield common stock issued in the merger, unless you are an affiliate of Westfield as defined by Rule 144 under the Securities Act of 1933, as amended. Affiliates consist of individuals or entities that control, are controlled by or are under the common control with Westfield, and include the executive officers and directors of Westfield after the merger and may include significant shareholders of Westfield. |
Q: | What are the conditions to completion of the merger? |
A: | The obligations of Westfield and Chicopee to complete the merger are subject to the satisfaction or waiver of certain closing conditions contained in the merger agreement, including the receipt of required regulatory approvals and tax opinions, and the adoption and approval of the merger agreement by the shareholders of both Westfield and Chicopee. |
Q: | When do you expect the merger to be completed? |
A: | We will complete the merger when all of the conditions to completion contained in the merger agreement are satisfied or waived, including obtaining required regulatory approvals and the adoption and approval of the merger agreement by Westfield and Chicopee shareholders at their respective shareholder meetings. While we expect the merger to be completed in the fourth quarter of 2016, because fulfillment of some of the conditions to completion of the merger is not entirely within our control, we cannot assure you of the actual timing. |
Q: | What shareholder approvals are required to complete the merger? |
A: | The merger cannot be completed unless the holders of at least two-thirds of the shares of Westfield common stock outstanding and entitled to vote and the holders of at least a majority of the shares of Chicopee common stock outstanding and entitled to vote at each companys shareholder meeting vote to adopt and approve the merger agreement. |
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Q: | Are there any shareholders already committed to voting in favor of the merger agreement? |
A: | Yes. Each of the directors and executive officers of Chicopee have entered into a voting agreement with Westfield, requiring each of them to vote all shares of Chicopee common stock owned by such person in favor of approval of the merger agreement. As of the record date, these directors and executive officers held shares of Chicopee common stock, which represented approximately 4.34% of the outstanding shares of Chicopee common stock. In addition, Westfield holds 91,863 shares of Chicopee common stock, which represented approximately 1.76% of the outstanding shares of Chicopee common stock as of the record date. |
Q: | When and where are the shareholder meetings? |
A: | The special meeting of shareholders of Chicopee will be held at the Castle of the Knights, 1599 Memorial Drive, Chicopee, Massachusetts 01020 on September 28, 2016, at 10:00 a.m., local time. The annual meeting of shareholders of Westfield will be held at the Sheraton Springfield Monarch Place, One Monarch Place, Springfield, Massachusetts 01144 on September 29, 2016, at 10:00 a.m., local time. |
Q: | What will happen at the shareholder meetings? |
A: | At the shareholder meetings, Westfield and Chicopee shareholders will consider and vote on the proposal to adopt and approve the merger agreement. Additionally, Chicopee shareholders will consider and vote on an advisory (non-binding) proposal to approve the compensation payable to the named executive officers of Chicopee in connection with the merger. Additionally, Westfield shareholders will consider and vote on proposals to elect the nominees named in this joint proxy statement/prospectus as directors to serve on the Westfield board of directors, approve an advisory (non-binding) resolution on the compensation of Westfields named executive officers, and ratify the appointment of Wolf & Company, P.C. as Westfields independent registered public accounting firm. If, at the time of the Westfield or Chicopee shareholder meeting, there are insufficient votes for the shareholders to adopt and approve the merger agreement, you may be asked to consider and vote on a proposal to adjourn such shareholder meeting, so that additional proxies may be collected. |
Q: | Who is entitled to vote at the Chicopee shareholder meeting? |
A: | All holders of Chicopee common stock who held shares at the close of business on August 3, 2016, which is the record date for the special meeting of Chicopee shareholders, are entitled to receive notice of and to vote at the Chicopee special meeting. Each holder of Chicopee common stock is entitled to one vote for each share of Chicopee common stock owned as of the record date. |
Q: | Who is entitled to vote at the Westfield shareholder meeting? |
A: | All holders of Westfield common stock who held shares at the close of business on August 5, 2016, which is the record date for the annual meeting of Westfield shareholders, are entitled to receive notice of and to vote at the Westfield annual meeting. Each holder of Westfield common stock is entitled to one vote for each share of Westfield common stock owned as of the record date. |
Q: | What constitutes a quorum for a shareholder meeting? |
A: | The quorum requirement for each companys shareholder meeting is the presence in person or by proxy of a majority of the total number of outstanding shares of common stock entitled to vote. |
Q: | How do the boards of directors of Westfield and Chicopee recommend I vote? |
A: | After careful consideration, each of the Westfield and Chicopee boards of directors unanimously recommends that all of their respective shareholders vote FOR adoption and approval of the merger |
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agreement, and FOR the adjournment proposal, if necessary. The Chicopee board of directors also unanimously recommends that shareholders vote FOR approval, on an advisory (non-binding) basis, of the compensation payable to Chicopees named executive officers in connection with the merger. The Westfield board of directors also unanimously recommends that shareholders vote FOR all of the nominees for election as directors, FOR approval of the advisory (non-binding) resolution on the compensation of Westfields named executive officers, and FOR ratification of the appointment of Wolf & Company, P.C. as Westfields independent registered public accounting firm. |
Q: | Are there any risks that I should consider in deciding whether to vote for adoption and approval of the merger agreement? |
A: | Yes. You should read and carefully consider the risk factors set forth in the section in this joint proxy statement/prospectus entitled Risk Factors, beginning on page 27, as well as the other information contained in or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed in the section of this joint proxy statement/prospectus entitled Information Regarding Forward-Looking Statements on page 32. |
Q: | Why am I being asked to cast an advisory (non-binding) vote to approve the compensation payable to certain Chicopee officers in connection with the merger? |
A: | The Securities and Exchange Commission, in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, adopted rules that require Chicopee to seek an advisory (non-binding) vote with respect to certain payments that will or may be made to Chicopees named executive officers in connection with the merger. See The MergerInterests of Chicopees Directors and Executive Officers in the Merger beginning on page 69. |
Q: | What will happen if Chicopee shareholders do not approve the compensation at the special meeting? |
A: | Approval of the compensation payable in connection with the merger is not a condition to completion of the merger. The vote with respect to the compensation is an advisory vote and will not be binding on Chicopee regardless of whether the merger agreement is adopted and approved. Accordingly, as the compensation to be paid to the Chicopee executives in connection with the merger is contractual, such compensation will or may be payable if the merger is completed regardless of the outcome of the advisory vote. |
Q: | What do I need to do now? |
A: | You should carefully read and consider the information contained in or incorporated by reference into this joint proxy statement/prospectus, including its annexes. It contains important information about the merger, the merger agreement, Westfield and Chicopee. After you have read and considered this information, you should complete and sign your proxy card and return it in the enclosed postage-paid envelope or submit a proxy through the Internet or by telephone as soon as possible so that your shares will be represented and voted at your companys shareholder meeting. |
Q: | How may I vote my shares for the shareholder meeting proposals presented in this joint proxy statement/prospectus? |
A: | You may vote by accessing the Internet website or calling the telephone number specified on the proxy card or by completing, signing, dating and returning the proxy card in the enclosed postage-paid envelope as soon as possible. This will enable your shares to be represented and voted at your companys shareholder meeting. If you attend the meeting, you may deliver your completed proxy card in person or may vote by completing a ballot that will be available at the meeting. If your shares are registered in street name in the name of a broker or other nominee and you wish to vote at the meeting, you will need to obtain a legal proxy from your bank or brokerage firm. Please consult the voting form sent to you by your bank or broker to determine how to obtain a legal proxy in order to vote in person at the meeting. |
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Q: | If my shares are held in street name by my broker, bank or other nominee, will my broker, bank or other nominee automatically vote my shares for me? |
A: | No. Your broker, bank or other nominee will not vote your shares unless you provide instructions to your broker, bank or other nominee on how to vote. You should instruct your broker, bank or other nominee to vote your shares by following the instructions provided by the broker, bank or nominee with this joint proxy statement/prospectus. |
Q: | How will my shares be represented at the shareholder meeting? |
A: | At the shareholder meetings for each of Westfield and Chicopee, the individuals named in your proxy card will vote your shares in the manner you requested if you properly signed and submitted your proxy. If you sign your proxy card and return it without indicating how you would like to vote your shares, your proxy will be voted: (1) FOR the adoption and approval of the merger agreement; and (2) FOR the approval of the adjournment of the shareholder meeting, if necessary, to solicit additional proxies if there are insufficient votes to adopt and approve the merger agreement at the time of the shareholder meeting. Additionally, shares of Chicopee common stock will be voted FOR the approval, on an advisory (non-binding) basis, of the compensation payable to Chicopees named executive officers in connection with the merger. Additionally, shares of Westfield common stock will be voted FOR all of the nominees for election as directors, FOR approval of the advisory (non-binding) resolution on the compensation of Westfields named executive officers, and FOR ratification of the appointment of Wolf & Company, P.C. as Westfields independent registered public accounting firm. |
Q: | What if I fail to submit my proxy card or to instruct my broker, bank or other nominee? |
A: | If you fail to properly submit your proxy card or to instruct your broker, bank or other nominee to vote your shares of Westfield or Chicopee common stock, and you do not attend your companys shareholder meeting and vote your shares in person, your shares will not be voted. This will have the same effect as a vote AGAINST adoption and approval of the merger agreement, but will have no impact on the outcome of the other proposals. |
Q: | Can I attend the shareholder meeting and vote my shares in person? |
A: | Yes. Although the Westfield and Chicopee boards of directors request that you return the proxy card accompanying this joint proxy statement/prospectus, all shareholders are invited to attend their companys shareholder meeting. Shareholders of record on August 3, 2016 can vote in person at the Chicopee special meeting, and shareholders of record on August 5, 2016 can vote in person at the Westfield annual meeting. If your shares are held by a broker, bank or other nominee, then you are not the shareholder of record and you must bring to the shareholder meeting appropriate documentation from your broker, bank or other nominee to enable you to vote at the shareholder meeting. |
Q: | Can I change my vote after I have submitted my proxy? |
A: | Yes. If you do not hold your shares in street name, there are three ways you can change your vote at any time after you have submitted your proxy and before your proxy is voted at the shareholder meeting: |
| you may deliver a written notice bearing a date later than the date of your proxy card to the companys Secretary at the address listed below, stating that you revoke your proxy; |
| you may submit a new signed proxy card bearing a later date or vote again by telephone or Internet (any earlier proxies will be revoked automatically); or |
| you may attend the shareholder meeting and vote in person, although attendance at the shareholder meeting will not, by itself, revoke a proxy. |
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You should send any notice of revocation to the appropriate company at:
Westfield Financial, Inc. 141 Elm Street Westfield, Massachusetts 01085 Attention: Gerald P. Ciejka, Secretary |
Chicopee Bancorp, Inc. P.O. Box 300 Chicopee, Massachusetts 01014 Attention: Theresa C. Szlosek, Corporate Secretary |
If you have instructed a bank, broker or other nominee to vote your shares, you must follow the directions you receive from your bank, broker or other nominee to change your voting instructions.
Q: | What if I hold stock of both Westfield and Chicopee? |
A: | If you hold shares of both Westfield and Chicopee, you will receive two separate packages of proxy materials. A vote as a Chicopee shareholder for the merger proposal or any other proposals to be considered at the Chicopee special meeting will not constitute a vote as a Westfield shareholder for the merger proposal or any other proposals to be considered at the Westfield annual meeting, and vice versa. Therefore, please sign, date and return all proxy cards that you receive (or vote via the Internet or by telephone), whether from Westfield or Chicopee. |
Q: | What happens if I sell my shares after the record date but before the shareholder meeting? |
A: | The record dates of the shareholder meetings are earlier than the dates of the shareholder meetings and the date that the merger is expected to be completed. If you sell or otherwise transfer your shares after the record date for the shareholder meeting of the company in which you own such shares, but before the date of such companys shareholder meeting, you will retain your right to vote at such companys shareholder meeting, but if you are a Chicopee shareholder, you will not have the right to receive the merger consideration to be received by Chicopee shareholders in the merger. In order to receive the merger consideration, a Chicopee shareholder must hold his or her shares through completion of the merger. |
Q: | What do I do if I receive more than one joint proxy statement/prospectus or set of voting instructions? |
A: | If you hold shares directly as a record holder and also in street name or otherwise through a nominee, you may receive more than one joint proxy statement/prospectus and/or set of voting instructions relating to the shareholder meeting. These should each be voted and/or returned separately in order to ensure that all of your shares are voted. |
Q: | Are Chicopee shareholders entitled to seek appraisal or dissenters rights if they do not vote in favor of the approval of the merger agreement? |
A: | No. Under the Massachusetts Business Corporation Act, or the MBCA, Chicopee shareholders will not have appraisal rights in connection with the merger. |
Q: | Should Chicopee shareholders send in their stock certificates now? |
A: | No. Chicopee shareholders will receive a letter of transmittal and instructions for surrendering their stock certificates. In the meantime, you should retain your stock certificates because they are still valid. Please do not send in your stock certificates with your proxy card. |
Q: | Will a proxy solicitor be used? |
A: | Yes. Westfield and Chicopee have each engaged Alliance Advisors to assist in the solicitation of proxies for their respective shareholder meetings. Westfield and Chicopee will pay a joint fee of approximately $25,000, split equally, plus reasonable out-of-pocket expenses to Alliance Advisors. Each of Westfield and |
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Chicopee will bear the cost of preparing, assembling, printing and mailing these proxy materials for their respective meeting. The solicitation of proxies or votes for the meetings may also be made in person, by telephone, or by electronic communication by each of Westfield and Chicopees directors, officers, and employees, none of whom will receive any additional compensation for such solicitation activities. In addition, each of Westfield and Chicopee may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation material to such beneficial owners. |
Q: | Where can I find more information about the companies? |
A: | You can find more information about Westfield and Chicopee from the various sources described under Where You Can Find More Information beginning on page 157. |
Q: | Whom should I call with questions? |
A: | If you have any questions concerning the merger, the other meeting matters or the joint proxy statement/prospectus, or need assistance voting your shares, please contact Alliance Advisors, proxy solicitor for Westfield and Chicopee, at the address or telephone number listed below: |
Alliance Advisors LLC
200 Broadacres Drive, 3rd floor
Bloomfield, NJ 07003
(855) 928-4494
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This summary highlights selected information from this joint proxy statement/prospectus. It does not contain all of the information that may be important to you. We urge you to read carefully the entire document and the other documents to which this joint proxy statement/prospectus refers in order to fully understand the merger and the related transactions. See Where You Can Find More Information beginning on page 157. Each item in this summary refers to the page of this joint proxy statement/prospectus on which that subject is discussed in more detail.
Westfield Financial, Inc.
Westfield is a Massachusetts-chartered stock holding company incorporated in Massachusetts in 2001, with its principal headquarters located in Westfield, Massachusetts. Westfield is the parent company of Westfield Bank. Westfield Bank was formed in 1853 and is a federally chartered savings bank regulated by the Office of Comptroller of the Currency, or the OCC. As a community bank, Westfield Bank focuses on servicing commercial customers, including originating commercial and industrial loans and offering commercial deposits. Westfield believes that this business focus is best for its long-term success and viability, and complements its existing commitment to high quality customer service.
Elm Street Securities Corporation, a Massachusetts-chartered corporation, was formed by Westfield Bank to hold qualified securities. In February 2007, Westfield formed WFD Securities, Inc., a Massachusetts-chartered corporation, to hold qualified securities. In October 2009, Westfield Bank formed WB Real Estate Holdings, LLC, a Massachusetts-chartered limited liability company, to hold real property acquired as security for debts previously contracted by Westfield Bank.
Westfield Bank operates 13 banking offices in Agawam, Feeding Hills, East Longmeadow, Holyoke, Southwick, Springfield, West Springfield and Westfield, Massachusetts and Granby and Enfield, Connecticut. Westfields banking offices in Granby and Enfield, Connecticut, which opened in June 2013 and November 2014, respectively, are its first locations outside of western Massachusetts. Westfield Bank also has 12 free-standing ATM locations in Holyoke, Southwick, Springfield, West Springfield and Westfield, Massachusetts. Westfield Banks primary deposit gathering area is concentrated in the communities surrounding these locations and its primary lending area includes all of Hampden County in western Massachusetts and Hartford and Tolland Counties in northern Connecticut. In addition, Westfield Bank provides online banking services through its website located at www.westfieldbank.com.
At March 31, 2016, Westfield had $1.37 billion in assets, $928.1 million in deposits and $143.0 million of shareholders equity.
Westfields principal executive offices are located at 141 Elm Street, Westfield, Massachusetts 01085, its phone number is (413) 568-1911 and its website is www.westfieldbank.com. Information that is included in this website does not constitute part of this joint proxy statement/prospectus.
Chicopee Bancorp, Inc.
Chicopee, a Massachusetts corporation, was formed in 2006 by Chicopee Savings Bank to become the holding company for Chicopee Savings Bank upon completion of its conversion from a mutual savings bank to a stock savings bank. The conversion and the offering were completed on July 19, 2006.
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Chicopee Savings Bank, a Massachusetts stock savings bank, was organized in 1845 under the name Cabot Savings Bank and adopted its present name in 1854. Chicopee Savings Bank is a full-service, community oriented financial institution offering products and services to individuals and businesses. Chicopee Savings Bank operates eight full service branch offices, four in Chicopee, Massachusetts, and one each in Ludlow, West Springfield, South Hadley and Ware, Massachusetts. Chicopee Savings Bank also operates a seasonal branch office in West Springfield, Massachusetts and a lending and operations center in Chicopee, Massachusetts. In addition, Chicopee Savings Bank has 11 free-standing ATM locations and 22 seasonal ATM locations. Chicopee Savings Banks deposits are insured by the Federal Deposit Insurance Corporation, or FDIC, and the Depositors Insurance Fund of Massachusetts. Chicopee Savings Bank is also a member of the Federal Home Loan Bank of Boston, or FHLB, and is regulated by the FDIC and the Massachusetts Division of Banks. Chicopee Savings Banks business consists primarily of making loans to its customers, including residential mortgages, commercial real estate loans, commercial loans, consumer loans and home equity loans, and investing in a variety of investment securities. Chicopee Savings Bank funds these lending and investment activities with deposits from the general public, funds generated from operations and borrowings. Chicopee Savings Bank also sells a portion of its residential one- to four-family real estate loans to the secondary market to reduce interest rate risk. During the years ended December 31, 2015 and 2014, Chicopee Savings Bank sold 18.2% and 24.0%, respectively, of the one- to four-family real estate loans it originated to the secondary market. Chicopee Savings Bank maintains the servicing rights on all loans originated and sold into the secondary market. Chicopee Savings Banks revenues are derived from the generation of interest and fees on loans, interest and dividends on investment securities, fees from its retail banking operation, and investment management. Chicopee Savings Banks primary sources of funds are deposits, principal and interest payments on loans and investments, advances from the FHLB and proceeds from loan sales. Chicopee Savings Bank also provides access to insurance and investment products through its financial services division, the Financial Services Center of Chicopee Savings Bank.
At March 31, 2016, Chicopee had $692.2 million in assets, $528.1 million in deposits and $89.8 million of shareholders equity.
Chicopees principal executive offices are located at 70 Center Street, Chicopee, Massachusetts 01013, its phone number is (413) 594-6692 and its website is www.chicopeesavings.com. Information that is included in this website does not constitute part of this joint proxy statement/prospectus.
The Special Meeting of Shareholders of Chicopee
Date, Time and Place of the Special Meeting (Page 36)
Chicopee will hold its special meeting of shareholders at the Castle of the Knights, 1599 Memorial Drive, Chicopee, Massachusetts 01020 on September 28, 2016, at 10:00 a.m., local time.
Purpose of the Special Meeting (Page 36)
At the special meeting, you will be asked to vote on proposals to:
1. | approve the merger agreement; |
2. | approve, on an advisory (non-binding) basis, the compensation payable to the named executive officers of Chicopee in connection with the merger; and |
3. | approve one or more adjournments of the special meeting, if necessary. |
Recommendation of Chicopee Board of Directors (Page 36)
The Chicopee board of directors unanimously recommends that you vote FOR approval of the merger agreement, FOR approval, on an advisory (non-binding) basis, of the compensation payable to the named executive officers of Chicopee in connection with the merger, and FOR approval of the proposal to adjourn the special meeting.
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Record Date; Outstanding Shares; Shares Entitled to Vote (Page 36)
Only holders of record of Chicopee common stock at the close of business on the record date of August 3, 2016 are entitled to notice of and to vote at the special meeting. As of the record date, there were 5,233,939 shares of Chicopee common stock outstanding, held of record by approximately 567 shareholders.
Quorum; Vote Required (Pages 36 and 40)
A quorum of Chicopee shareholders is necessary to hold a valid meeting. If the holders of at least a majority of the total number of outstanding shares of Chicopee common stock entitled to vote are represented in person or by proxy at the special meeting, a quorum will exist. Chicopee will include proxies marked as abstentions and broker non-votes in determining the presence of a quorum at the special meeting.
The affirmative vote of holders of at least a majority of the shares of Chicopee common stock outstanding and entitled to vote at the special meeting is required to approve the merger agreement. The affirmative vote of holders of at least a majority of votes cast at the special meeting is required to approve, on an advisory (non-binding) basis, the compensation payable to the named executive officers of Chicopee in connection with the merger, and the proposal to adjourn the special meeting.
Share Ownership of Management; Voting Agreement (Page 37)
As of the record date, the directors and executive officers of Chicopee and their affiliates collectively owned 227,170 shares of Chicopee common stock, or approximately 4.34% of Chicopees outstanding shares. In addition, Westfield holds 91,863 shares of Chicopee common stock, which represented approximately 1.76% of the outstanding shares of Chicopee common stock as of the record date.
Each of the directors and executive officers of Chicopee has entered into a voting agreement with Westfield, requiring each of them to vote all shares of Chicopee common stock beneficially owned by such person in favor of approval of the merger agreement.
The Annual Meeting of Shareholders of Westfield
Date, Time and Place of the Annual Meeting (Page 42)
Westfield will hold its annual meeting of shareholders at Sheraton Springfield Monarch Place, One Monarch Place, Springfield, Massachusetts 01144, on September 29, 2016, at 10:00 a.m., local time.
Purpose of the Annual Meeting (Page 42)
At the annual meeting, you will be asked to vote on proposals to:
1. | adopt and approve the merger agreement; |
2. | elect the nominees named in this joint proxy statement/prospectus as directors to serve on the Westfield board of directors; |
3. | approve an advisory (non-binding) resolution on the compensation of Westfields named executive officers; |
4. | ratify the appointment of Wolf & Company, P.C. as Westfields independent registered public accounting firm for the fiscal year ending December 31, 2016; and |
5. | approve one or more adjournments of the annual meeting, if necessary. |
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Recommendation of Westfield Board of Directors (Page 42)
The Westfield board of directors unanimously recommends that you vote FOR adoption and approval of the merger agreement, FOR all of the nominees for election as directors, FOR approval of the advisory (non-binding) resolution on the compensation of Westfields named executive officers, FOR ratification of the appointment of Wolf & Company, P.C. as Westfields independent registered public accounting firm, and FOR approval of the proposal to adjourn the annual meeting.
Record Date; Outstanding Shares; Shares Entitled to Vote (Page 42)
Only holders of record of Westfield common stock at the close of business on the record date of August 5, 2016 are entitled to notice of and to vote at the annual meeting. As of the record date, there were 18,330,487 shares of Westfield common stock outstanding, held of record by approximately 1,987 shareholders.
Quorum; Vote Required (Pages 43 and 46)
A quorum of Westfield shareholders is necessary to hold a valid meeting. If the holders of at least a majority of the total number of outstanding shares of Westfield common stock entitled to vote are represented in person or by proxy at the annual meeting, a quorum will exist. Westfield will include proxies marked as abstentions and broker non-votes in determining the presence of a quorum at the annual meeting.
The affirmative vote of holders of at least two-thirds of the shares of Westfield common stock outstanding and entitled to vote at the annual meeting is required to adopt and approve the merger agreement. At least a majority of votes cast at the annual meeting by the holders of shares present in person or represented by proxy and entitled to vote is required to approve the advisory (non-binding) resolution on the compensation of Westfields named executive officers, ratify Wolf & Company, P.C. as Westfields independent registered public accounting firm, and approve the proposal to adjourn the annual meeting. Directors will be elected by a plurality of the votes cast at the annual meeting by the holders of shares present in person or represented by proxy and entitled to vote on the election of directors.
Share Ownership of Management (Page 43)
As of the record date, the directors and executive officers of Westfield and their affiliates collectively owned 865,108 shares of Westfield common stock, or approximately 4.72% of Westfields outstanding shares. In addition, Chicopee holds 30,000 shares of Westfield common stock, which represented approximately 0.16% of the outstanding shares of Westfield common stock as of the record date.
The Merger and the Merger Agreement
The proposed merger is of Chicopee with and into Westfield, with Westfield as the surviving corporation in the merger. The merger agreement is attached to this joint proxy statement/prospectus as Annex A. Please carefully read the merger agreement as it is the legal document that governs the merger.
Structure of the Merger (Page 93)
Subject to the terms and conditions of the merger agreement, and in accordance with the MBCA and the regulations promulgated thereunder, at the completion of the merger, Chicopee will merge with and into Westfield. Westfield will be the surviving corporation in the merger and will continue its corporate existence under the laws of the Commonwealth of Massachusetts. The name of the surviving corporation will be changed to Western New England Bancorp, Inc. and it will trade on the NASDAQ Global Select Market with the trading symbol WNEB. Upon completion of the merger, the separate corporate existence of Chicopee will terminate.
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Consideration to be Received in the Merger (Page 49)
Upon completion of the merger, each outstanding share of Chicopee common stock (other than shares held directly or indirectly by Westfield and shares held by Chicopee as treasury shares) will be converted into the right to receive 2.425 shares of Westfield common stock. No fractional shares of Westfield common stock will be issued to any holder of Chicopee common stock upon completion of the merger. For each fractional share that would otherwise be issued, Westfield will pay each shareholder cash (without interest) in an amount determined by multiplying the fractional share interest to which such shareholder would otherwise be entitled by the average of the closing sales prices of one share of Westfield common stock on NASDAQ for the 10 trading days immediately preceding the effective time, as reported by The Wall Street Journal.
Treatment of Chicopees Equity Awards (Page 94)
Under the terms of the merger agreement, each option to purchase shares of Chicopee common stock issued by Chicopee and outstanding at the effective time of the merger pursuant to the Chicopee 2007 Equity Incentive Plan will fully vest and convert into an option to purchase shares of Westfield common stock on the same terms and conditions as were applicable before the merger, except (1) the number of shares of Westfield common stock subject to the new option will be equal to the product of the number of shares of Chicopee common stock subject to the existing option and the exchange ratio (rounding fractional shares to the nearest whole share) and (2) the exercise price per share of Westfield common stock under the new option will be equal to the exercise price per share of Chicopee common stock of the existing option divided by the exchange ratio (rounded to the nearest whole cent).
Treatment of Chicopees Employee Stock Ownership Plan (Page 95)
Chicopees employee stock ownership plan, or Chicopees ESOP, will terminate immediately prior to and effective as of the effective time of the merger, and all shares held by Chicopees ESOP will convert into the right to receive the merger consideration. A portion of the unallocated shares held by Chicopees ESOP will be sold and the proceeds of such sale applied to the repayment of all outstanding indebtedness of Chicopees ESOP, or a sufficient number of unallocated shares of Chicopee common stock will be delivered to Chicopee in order to repay all outstanding indebtedness of Chicopees ESOP, and the balance of the unallocated shares and any other assets remaining unallocated will be allocated and distributed to the participants of Chicopees ESOP, as provided for in Chicopees ESOP unless otherwise required by applicable law.
Chicopee Bancorp, Inc. 2012 Phantom Stock Unit Award and Long-Term Incentive Plan (Page 95)
The Chicopee Bancorp, Inc. 2012 Phantom Stock Unit Award and Long-Term Incentive Plan provides for the grant of phantom stock units, which represents the right to receive a cash payment on the date the award vests. As a result of the merger, (1) the phantom stock units held by a participant will be deemed to have been fully earned, (2) the cash value of outstanding awards will be paid no later than 10 days after the change in control, (3) any performance measure attached to an award will be deemed satisfied as of the date of the change in control, and (4) the cash value of the phantom stock unit will be determined by multiplying the book value of a share of Chicopee common stock by the price-to-book value multiple of a share of the Chicopee stock, where the price reflects the merger consideration per share.
Opinion of Piper Jaffray & Co., Financial Advisor to Chicopee (Page 57)
On April 4, 2016, Piper Jaffray & Co. or Piper Jaffray rendered to the Chicopee board of directors its oral opinion, subsequently confirmed in writing that, as of such date, the exchange ratio in the merger was fair to Chicopee shareholders from a financial point of view. The full text of Piper Jaffrays written opinion, which sets
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forth the assumptions made, matters considered and qualifications and limitations on the review undertaken in connection with the opinion, is attached to this joint proxy statement/prospectus as Annex B. Chicopee shareholders are urged to read the opinion in its entirety. Piper Jaffrays opinion speaks only as of the date of the opinion. The opinion is directed to the Chicopee board of directors and is limited to the fairness, from a financial point of view, to the shareholders of Chicopee with regard to the exchange ratio employed in the merger. Piper Jaffray does not express an opinion as to the underlying decision by Chicopee to engage in the merger or the relative merits of the merger compared to other strategic alternatives that may be available to Chicopee. Piper Jaffrays opinion is not a recommendation to any Chicopee shareholder as to how such shareholder should vote at Chicopees special meeting with respect to the merger agreement or any other matter.
Opinion of Griffin Financial Group LLC, Financial Advisor to Westfield (Page 75)
On April 4, 2016, Griffin Financial Group LLC, or Griffin, rendered to the Westfield board of directors its oral opinion, subsequently confirmed in writing that, as of such date, the exchange ratio in the merger was fair to Westfield shareholders from a financial point of view. The full text of Griffins written opinion, which sets forth the assumptions made, matters considered and qualifications and limitations on the review undertaken in connection with the opinion, is attached to this joint proxy statement/prospectus as Annex C. Westfield shareholders are urged to read the opinion in its entirety. Griffins opinion speaks only as of the date of the opinion. The opinion is directed to the Westfield board of directors and is limited to the fairness, from a financial point of view, to the shareholders of Westfield with regard to the exchange ratio employed in the merger. Griffin does not express an opinion as to the underlying decision by Westfield to engage in the merger or the relative merits of the merger compared to other strategic alternatives that may be available to Westfield. Griffins opinion is not a recommendation to any Westfield shareholder as to how such shareholder should vote at Westfields annual meeting with respect to the merger agreement or any other matter.
Interests of Chicopees Directors and Executive Officers in the Merger (Page 69)
In considering the information contained in this joint proxy statement/prospectus, you should be aware that Chicopees directors and executive officers have financial interests in the merger that are different from, or in addition to, the interests of Chicopee shareholders generally. These interests include, among other things:
| the accelerated vesting of the outstanding Chicopee equity awards and phantom stock unit awards; |
| the right to receive cash severance, bonus payments and additional supplemental retirement plan benefits under certain circumstances; |
| the right to continued health insurance coverage under certain circumstances; |
| the right to the allocation of surplus assets under Chicopees employee stock ownership plan upon its termination in connection with the merger; |
| the right to continued indemnification and liability insurance coverage by Westfield after the merger for acts or omissions occurring before the merger; and |
| the right to five seats on the combined companys board of directors, and any related compensation for such services. |
Also, Westfield and Westfield Bank entered into employment agreements with William J. Wagner and Darlene Libiszewski regarding their continuing roles with the combined company following the merger. See the section of this joint proxy statement/prospectus entitled The MergerInterests of Chicopees Directors and Executive Officers in the Merger beginning on page 69 for a discussion of these financial interests.
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Westfield and Westfield Banks Boards of Directors After the Merger (Page 87)
Immediately following the effective time of the merger, Westfield will expand the size of its board of directors by five seats and designate William J. Wagner, the current Chairman, President and Chief Executive Officer of Chicopee, and four other members of the Chicopee board, Gary G. Fitzgerald, William D. Masse, Gregg F. Orlen and Paul C. Picknelly, to serve as members of the boards of directors of the combined company. Each of the designees meet the qualifications for directors as set forth in Westfields bylaws. The designees will be appointed to the combined companys board of directors in a manner such that the classes of the combined companys board of directors are as nearly equal in number as possible, with Mr. Wagner being elected to the class of directors whose term expires at the 2017 annual meeting of shareholders. The designees will also be appointed to the board of directors of Westfield Bank, effective immediately following the effective time of the bank merger. Mr. Wagner will serve as Vice Chairman of the board of directors of Westfield and Westfield Bank.
Bank Merger (Page 88)
The merger agreement provides that as soon as practicable after the consummation of the merger, Chicopee Savings Bank will merge with and into Westfield Bank, with Westfield Bank being the surviving entity.
No Solicitation of Alternative Transactions (Page 100)
The merger agreement restricts Chicopees ability to solicit or engage in discussions or negotiations with a third party regarding a proposal to acquire a significant interest in Chicopee. However, if Chicopee receives a bona fide unsolicited written acquisition proposal from a third party that its board determines in good faith, after consultation with and having considered the advice of its outside legal counsel and its financial advisor, is, or is reasonably likely to be, more favorable to Chicopee shareholders than the terms of the merger agreement, Chicopee may furnish non-public information to that third party and engage in negotiations regarding an acquisition proposal with that third party, subject to specified conditions in the merger agreement. In addition, the Chicopee board of directors may approve or recommend to the shareholders an acquisition proposal, and withdraw, change, qualify or modify its recommendation to approve the merger agreement with Westfield, if it determines in good faith, after consultation with its outside legal counsel and financial advisor, that the acquisition proposal is a superior proposal and that the failure to take such actions would be reasonably likely to violate its fiduciary duties to shareholders under applicable law.
Conditions to Completion of the Merger (Page 104)
As more fully described in this joint proxy statement/prospectus and the merger agreement, the completion of the merger depends on a number of conditions being satisfied or waived, including:
| shareholders of Westfield and Chicopee having approved the merger agreement; |
| Westfield and Chicopee having obtained all regulatory approvals required to consummate the transactions contemplated by the merger agreement and all related statutory waiting periods having expired; |
| the absence of any judgment, order, injunction or decree, or any statute, rule or regulation enacted, entered, promulgated or enforced, preventing, prohibiting or making illegal the consummation of any of the transactions contemplated by the merger agreement; |
| Westfield and Chicopee having each received a legal opinion from their respective counsel regarding treatment of the merger as a reorganization for federal income tax purposes; |
| the representations and warranties of each of Westfield and Chicopee in the merger agreement being accurate, subject to exceptions that would not have a material adverse effect; |
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| Westfield and Chicopee having each performed in all material respects all obligations required to be performed by it; and |
| the shares of Westfield common stock to be issued in the merger having been approved for listing on the NASDAQ stock market. |
Termination of the Merger Agreement (Page 106)
Westfield and Chicopee can mutually agree to terminate the merger agreement before the merger has been completed, and either company can terminate the merger agreement if:
| any regulatory approval required for consummation of the merger and the other transactions contemplated by the merger agreement has been denied by final, nonappealable action of any regulatory authority, or an application for regulatory approval has been permanently withdrawn at the request of a governmental authority; |
| the required approval of the merger agreement by the Westfield or Chicopee shareholders is not obtained; |
| the other party materially breaches any of its representations, warranties, covenants or other agreements set forth in the merger agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement), which breach is not cured within 30 days of written notice of the breach, or by its nature cannot be cured prior to the closing of the merger, and such breach would entitle the non-breaching party not to consummate the merger; or |
| the merger is not consummated by December 31, 2016, unless the failure to consummate the merger by such date is due to a material breach of the merger agreement by the terminating party. |
In addition, Westfield may terminate the merger agreement if:
| the Chicopee board of directors: |
| fails to recommend approval of the merger agreement, or withdraws, modifies or changes such recommendation in a manner adverse to Westfields interests; or |
| recommends, proposes or publicly announces its intention to recommend or propose to engage in an acquisition transaction with any person other than Westfield or any of its subsidiaries; |
| Chicopee materially breaches the non-solicitation provisions in the merger agreement; or |
| Chicopee fails to call, give notice of, convene and hold its special meeting. |
In addition, Chicopee may terminate the merger agreement if:
| it decides to accept a superior proposal in accordance with the merger agreement; |
| the Westfield board of directors fails to recommend adoption and approval of the merger agreement, or withdraws, modifies or changes such recommendation in a manner adverse to Chicopees interests; |
| Westfield fails to call, give notice of, convene and hold its annual meeting; or |
| the price of Westfield common stock decreases by a certain percentage and also decreases by a certain percentage relative to the NASDAQ Bank Index; provided, however, that Westfield will have the option to increase the amount of Westfield common stock to be provided to Chicopee shareholders, in which case no termination will occur. |
15
Termination Fee (Page 107)
Chicopee has agreed to pay Westfield a termination fee of $4.0 million if:
| Westfield terminates the merger agreement as a result of any of the following, and in each case an acquisition proposal shall have been publically announced: |
| Chicopee materially breaching the non-solicitation provisions in the merger agreement; |
| the Chicopee board of directors failing to recommend approval of the merger agreement, or withdrawing, modifying or changing such recommendation in a manner adverse to Westfields interests; or |
| the Chicopee board of directors recommending, proposing or publicly announcing its intention to recommend or propose to engage in an acquisition transaction with any person other than Westfield or any of its subsidiaries; |
| Chicopee failing to call, give notice of, convene and hold its special meeting; |
| Chicopee terminates the merger agreement as a result of its board of directors deciding to accept a superior proposal; or |
| Chicopee enters into a definitive agreement relating to an acquisition proposal or consummates an acquisition proposal within 12 months following the termination of the merger agreement by Westfield as a result of a willful breach of any representation, warranty, covenant or other agreement by Chicopee after an acquisition proposal has been publicly announced or otherwise made known to Chicopee. |
Alternatively, Chicopee may be required to reimburse Westfield for up to $750,000 in expenses in specified circumstances.
Waiver or Amendment of Merger Agreement Provisions (Page 108)
Prior to the effective time of the merger, any provision of the merger agreement may be waived by the party benefited by the provision, or amended or modified by a written agreement between Westfield and Chicopee. However, after the Chicopee special meeting and the Westfield annual meeting, no amendment will be made which by law requires further approval by the shareholders of Chicopee or Westfield, respectively, without obtaining such approval.
Material U.S. Federal Income Tax Consequences of the Merger (Page 88)
The merger is intended to qualify for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. Accordingly, Chicopee shareholders generally will not recognize any gain or loss on the conversion of shares of Chicopee common stock solely into shares of Westfield common stock. However, a Chicopee shareholder generally will be subject to tax on cash received in lieu of any fractional share of Westfield common stock that a Chicopee shareholder would otherwise be entitled to receive.
Regulatory Approvals Required for the Merger (Page 90)
To complete the merger and the bank merger, various approvals or consents must be obtained from state and federal governmental authorities, including the Board of Governors of the Federal Reserve System, or the FRB, the OCC, the Massachusetts Board of Bank Incorporation and the Massachusetts Division of Banks. The U.S. Department of Justice is able to provide input into the approval process of federal banking agencies to challenge the merger and the bank merger on antitrust grounds. Westfield and Chicopee have filed or will file all required
16
applications, notices and waiver requests to obtain the regulatory approvals and non-objections necessary to consummate the merger and the bank merger. Westfield and Chicopee cannot predict whether the required regulatory approvals will be obtained, when they will be received or whether such approvals will be subject to any conditions.
Accounting Treatment of the Merger (Page 91)
The merger will be accounted for using the acquisition method of accounting with Westfield treated as the acquirer. Under this method of accounting, Chicopees assets and liabilities will be recorded by Westfield at their respective fair values as of the closing date of the merger and added to those of Westfield. Any excess of purchase price over the net fair values of Chicopees assets and liabilities will be recorded as goodwill. Any excess of the fair value of Chicopees net assets over the purchase price will be recognized in earnings by Westfield on the closing date of the merger.
Appraisal Rights (Page 92)
Under the MBCA, Chicopee shareholders will not have appraisal rights in connection with the merger.
Name Change of Combined Holding Company (Page 92)
Following the effective time of the merger, the combined company will be renamed Western New England Bancorp with the NASDAQ trading symbol WNEB. The combined bank will do business under the Westfield Bank name.
Listing of Westfield Common Stock to be Issued in the Merger (Page 92)
Westfield common stock is listed on the NASDAQ Global Select Market under the trading symbol WFD. Following the merger, the shares of Westfield common stock will continue to trade on the NASDAQ Global Select Market under the symbol WNEB.
Differences Between Rights of Westfield and Chicopee Shareholders (Page 109)
As a result of the merger, holders of Chicopee common stock will become holders of Westfield common stock. Following the merger, Chicopee shareholders will have different rights as shareholders of Westfield than as shareholders of Chicopee due to the different provisions of the governing documents of Westfield and Chicopee. For additional information regarding the different rights as shareholders of Westfield than as shareholders of Chicopee, see Comparison of Shareholder Rights beginning on page 109.
Risk Factors (Page 27)
You should consider all the information contained in or incorporated by reference into this joint proxy statement/prospectus in deciding how to vote for the proposals presented in the joint proxy statement/prospectus. In particular, you should consider the factors described under Risk Factors.
17
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF WESTFIELD FINANCIAL, INC.
The following tables set forth selected historical financial and other data of Westfield for the periods and at the dates indicated. The information is derived in part from and should be read together with the audited consolidated financial statements and notes thereto of Westfield incorporated by reference elsewhere in this joint proxy statement/prospectus. The information at and for the three months ended March 31, 2016 and 2015 is unaudited. However, in the opinion of management of Westfield, all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of the results of operations for the unaudited periods, have been made. The selected operating data presented below for the three months ended March 31, 2016 and 2015 is not necessarily indicative of the results that may be expected for future periods.
Three Months Ended | ||||||||||||||||||||||||||||
March 31, | Years Ended December 31, | |||||||||||||||||||||||||||
2016 | 2015 | 2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||||||||
(In thousands, except per share data) | ||||||||||||||||||||||||||||
Results of Operations: |
||||||||||||||||||||||||||||
Interest income |
$ | 10,961 | $ | 10,188 | $ | 42,476 | $ | 40,991 | $ | 41,031 | $ | 43,104 | $ | 45,005 | ||||||||||||||
Interest expense |
2,718 | 2,598 | 10,794 | 9,923 | 10,290 | 12,663 | 14,467 | |||||||||||||||||||||
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Net interest income |
8,243 | 7,590 | 31,682 | 31,068 | 30,741 | 30,441 | 30,538 | |||||||||||||||||||||
(Credit) provision for loan losses |
(600 | ) | 300 | 1,275 | 1,575 | (256 | ) | 698 | 1,206 | |||||||||||||||||||
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Net interest and dividend income after (credit) provision for loan losses |
8,843 | 7,290 | 30,407 | 29,493 | 30,997 | 29,743 | 29,332 | |||||||||||||||||||||
Noninterest income |
1,245 | 1,005 | 4,659 | 4,140 | 4,516 | 4,100 | 3,392 | |||||||||||||||||||||
Loss on prepayment of borrowings |
(915 | ) | (593 | ) | (1,300 | ) | | (3,370 | ) | (1,017 | ) | | ||||||||||||||||
Gains on sales of securities, net |
685 | 817 | 1,506 | 320 | 3,126 | 2,907 | 414 | |||||||||||||||||||||
Noninterest expense |
7,072 | 6,711 | 27,433 | 25,909 | 26,642 | 27,223 | 25,958 | |||||||||||||||||||||
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Income before provision for income taxes |
2,786 | 1,808 | 7,839 | 8,044 | 8,627 | 8,510 | 7,180 | |||||||||||||||||||||
Income tax expense |
822 | 470 | 2,124 | 1,882 | 1,871 | 2,256 | 1,306 | |||||||||||||||||||||
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Net income |
$ | 1,964 | $ | 1,338 | $ | 5,715 | $ | 6,162 | $ | 6,756 | $ | 6,254 | $ | 5,874 | ||||||||||||||
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Per Common Share Data: |
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Basic earnings per share (EPS) |
$ | 0.11 | $ | 0.08 | $ | 0.33 | $ | 0.34 | $ | 0.34 | $ | 0.26 | $ | 0.22 | ||||||||||||||
Diluted earnings per share |
$ | 0.11 | $ | 0.08 | $ | 0.33 | $ | 0.34 | $ | 0.34 | $ | 0.26 | $ | 0.22 | ||||||||||||||
Dividends per share declared and paid |
$ | 0.03 | $ | 0.03 | $ | 0.12 | $ | 0.21 | $ | 0.29 | $ | 0.44 | $ | 0.54 | ||||||||||||||
Book value per share |
$ | 7.83 | $ | 7.56 | $ | 7.63 | $ | 7.61 | $ | 7.65 | $ | 8.28 | $ | 8.14 | ||||||||||||||
Shares outstanding |
18,268 | 18,558 | 18,268 | 18,735 | 20,141 | 22,844 | 26,918 | |||||||||||||||||||||
Average shares outstanding for basic EPS |
17,304 | 17,684 | 17,498 | 18,184 | 20,079 | 24,502 | 26,482 | |||||||||||||||||||||
Average shares outstanding for diluted EPS |
17,304 | 17,684 | 17,498 | 18,184 | 20,079 | 24,520 | 26,589 |
18
At or For the Three Months Ended |
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March 31, | At or For the Year Ended December 31, | |||||||||||||||||||||||||||
2016 | 2015 | 2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||
Selected Balance Sheet Data: |
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Total assets |
$ | 1,368,944 | $ | 1,329,011 | $ | 1,339,930 | $ | 1,320,096 | $ | 1,276,841 | $ | 1,301,462 | $ | 1,263,264 | ||||||||||||||
Loans, net(1) |
818,108 | 722,319 | 809,373 | 716,738 | 629,968 | 587,124 | 546,392 | |||||||||||||||||||||
Securities available for sale |
302,224 | 233,591 | 182,590 | 215,750 | 243,204 | 621,507 | 617,537 | |||||||||||||||||||||
Securities held to maturity(2) |
| 266,718 | 238,219 | 278,080 | 295,013 | | | |||||||||||||||||||||
Deposits |
928,124 | 873,303 | 900,363 | 834,218 | 817,112 | 753,413 | 732,958 | |||||||||||||||||||||
Short-term borrowings |
158,593 | 82,625 | 128,407 | 93,997 | 48,197 | 69,934 | 52,985 | |||||||||||||||||||||
Long-term debt |
90,943 | 212,637 | 153,358 | 232,479 | 248,377 | 278,861 | 247,320 | |||||||||||||||||||||
Total shareholders equity |
142,995 | 140,290 | 139,466 | 142,543 | 154,144 | 189,187 | 218,988 | |||||||||||||||||||||
Allowance for loan losses |
8,855 | 8,035 | 8,840 | 7,948 | 7,459 | 7,794 | 7,764 | |||||||||||||||||||||
Nonperforming loans |
8,288 | 8,340 | 8,080 | 8,830 | 2,586 | 3,009 | 2,933 | |||||||||||||||||||||
Selected Other Balance Sheet Data: |
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Average assets |
$ | 1,359,206 | $ | 1,319,428 | $ | 1,346,678 | $ | 1,291,276 | $ | 1,285,562 | $ | 1,303,099 | $ | 1,247,458 | ||||||||||||||
Average earning assets |
1,278,696 | 1,241,344 | 1,267,740 | 1,217,942 | 1,215,809 | 1,238,470 | 1,177,325 | |||||||||||||||||||||
Average shareholders equity |
140,579 | 141,990 | 139,436 | 147,493 | 167,365 | 210,760 | 221,919 | |||||||||||||||||||||
Selected Financial and Liquidity Ratios: |
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Return on average assets |
0.58 | % | 0.41 | % | 0.42 | % | 0.48 | % | 0.53 | % | 0.48 | % | 0.47 | % | ||||||||||||||
Return on average equity |
5.61 | 3.82 | 4.10 | 4.18 | 4.04 | 2.97 | 2.65 | |||||||||||||||||||||
Net interest margin(3) |
2.61 | 2.52 | 2.53 | 2.60 | 2.58 | 2.53 | 2.67 | |||||||||||||||||||||
Loan to deposit ratio |
89.10 | 83.63 | 90.88 | 86.87 | 78.01 | 78.96 | 75.61 | |||||||||||||||||||||
Efficiency ratio(4) |
74.54 | 78.08 | 75.49 | 73.59 | 76.79 | 78.81 | 76.22 | |||||||||||||||||||||
Shareholders equity to total assets ratio |
10.45 | 10.56 | 10.41 | 10.80 | 12.07 | 14.54 | 17.34 | |||||||||||||||||||||
Dividend payout ratio |
0.27 | 0.38 | 0.36 | 0.62 | 0.85 | 1.69 | 2.45 | |||||||||||||||||||||
Capital Ratios: |
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Tier 1 leverage capital ratio |
11.19 | % | 11.33 | % | 11.16 | % | 11.30 | % | 12.28 | % | 13.91 | % | 16.76 | % | ||||||||||||||
Common equity tier 1 capital ratio |
16.33 | 16.84 | 16.23 | | | | | |||||||||||||||||||||
Tier 1 risk-based capital ratio |
16.33 | 16.84 | 16.23 | 17.73 | 20.21 | 24.33 | 30.46 | |||||||||||||||||||||
Total risk-based capital ratio |
17.30 | 17.76 | 17.20 | 18.68 | 21.17 | 25.41 | 31.60 | |||||||||||||||||||||
Selected Asset Quality Ratios: |
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Nonaccrual loans to total loans |
1.00 | % | 1.14 | % | 0.99 | % | 1.22 | % | 0.41 | % | 0.51 | % | 0.53 | % | ||||||||||||||
Nonaccrual assets to total assets |
0.61 | 0.63 | 0.60 | 0.67 | 0.20 | 0.31 | 0.32 | |||||||||||||||||||||
Allowance for loan losses to total loans |
1.07 | 1.10 | 1.09 | 1.10 | 1.17 | 1.31 | 1.40 | |||||||||||||||||||||
Allowance for loan losses to nonaccrual loans |
1.07 | 0.96 | 1.09 | 0.90 | 2.88 | 1.96 | 1.91 | |||||||||||||||||||||
Net (recoveries) charge-offs to average loans |
(0.07 | ) | 0.03 | 0.05 | 0.16 | 0.01 | 0.12 | 0.07 |
(1) | Net loans equals total loans net of allowance for loan losses and deferred fees. |
(2) | Securities held to maturity at cost. |
(3) | Net interest margin represents net interest income divided by total average interest-earning assets. |
(4) | The efficiency ratio represents the ratio of operating expenses divided by the sum of net interest income and noninterest income, excluding gains. |
19
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF CHICOPEE BANCORP, INC.
The following tables set forth selected historical financial and other data of Chicopee for the periods and at the dates indicated. The information is derived in part from and should be read together with the audited consolidated financial statements and notes thereto of Chicopee incorporated by reference elsewhere in this joint proxy statement/prospectus. The information at and for the three months ended March 31, 2016 and 2015 is unaudited. However, in the opinion of management of Chicopee, all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of the results of operations for the unaudited periods, have been made. The selected operating data presented below for the three months ended March 31, 2016 and 2015 is not necessarily indicative of the results that may be expected for future periods.
Three Months Ended March 31, |
Years Ended December 31, | |||||||||||||||||||||||||||
2016 | 2015 | 2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||||||||
(In thousands, except per share data) | ||||||||||||||||||||||||||||
Results of Operations: |
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Interest income |
$ | 6,473 | $ | 5,999 | $ | 25,202 | $ | 23,354 | $ | 23,069 | $ | 24,397 | $ | 24,850 | ||||||||||||||
Interest expense |
1,033 | 976 | 4,075 | 3,683 | 4,349 | 5,627 | 6,902 | |||||||||||||||||||||
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Net interest income |
5,440 | 5,023 | 21,127 | 19,671 | 18,720 | 18,770 | 17,948 | |||||||||||||||||||||
Provision for loan losses |
55 | 400 | 941 | 5,271 | 425 | 442 | 842 | |||||||||||||||||||||
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Net interest and dividend income after provision for loan losses |
5,385 | 4,623 | 20,186 | 14,400 | 18,295 | 18,328 | 17,106 | |||||||||||||||||||||
Noninterest income |
646 | 642 | 3,028 | 2,817 | 3,100 | 3,023 | 2,650 | |||||||||||||||||||||
Noninterest expense |
5,043 | 4,870 | 19,186 | 18,900 | 18,155 | 18,305 | 18,734 | |||||||||||||||||||||
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Income (loss) before provision for income taxes |
988 | 395 | 4,028 | (1,683 | ) | 3,240 | 3,046 | 1,022 | ||||||||||||||||||||
Income tax expense (benefit) |
290 | 82 | 1,029 | (1,105 | ) | 687 | 581 | (78 | ) | |||||||||||||||||||
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Net income (loss) |
$ | 698 | $ | 313 | $ | 2,999 | $ | (578 | ) | $ | 2,553 | $ | 2,465 | $ | 1,100 | |||||||||||||
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Per Common Share Data: |
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Basic earnings (loss) per share (EPS) |
$ | 0.14 | $ | 0.06 | $ | 0.61 | $ | (0.12 | ) | $ | 0.51 | $ | 0.49 | $ | 0.21 | |||||||||||||
Diluted earnings (loss) per share |
$ | 0.14 | $ | 0.06 | $ | 0.60 | $ | (0.12 | ) | $ | 0.50 | $ | 0.48 | $ | 0.21 | |||||||||||||
Dividends per share declared and paid |
$ | 0.09 | $ | 0.07 | $ | 0.30 | $ | 0.28 | $ | 0.20 | $ | | $ | | ||||||||||||||
Book value per share |
$ | 17.20 | $ | 16.74 | $ | 17.13 | $ | 16.72 | $ | 16.97 | $ | 16.57 | $ | 15.83 | ||||||||||||||
Shares outstanding |
5,222 | 5,271 | 5,211 | 5,271 | 5,436 | 5,429 | 5,736 | |||||||||||||||||||||
Average shares outstanding for basic EPS |
4,915 | 4,943 | 4,920 | 5,020 | 5,038 | 5,073 | 5,336 | |||||||||||||||||||||
Average shares outstanding for diluted EPS |
5,028 | 5,013 | 4,996 | 5,020 | 5,130 | 5,089 | 5,361 |
20
At or For the Three Months Ended |
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March 31, | At or For the Year Ended December 31, | |||||||||||||||||||||||||||
2016 | 2015 | 2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||
Selected Balance Sheet Data: |
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Total assets |
$ | 692,242 | $ | 660,832 | $ | 678,574 | $ | 639,222 | $ | 587,727 | $ | 599,982 | $ | 616,306 | ||||||||||||||
Loans, net(1) |
585,006 | 540,327 | 580,959 | 519,757 | 485,619 | 465,211 | 443,471 | |||||||||||||||||||||
Securities available for sale |
423 | 399 | 426 | 414 | 602 | 621 | 613 | |||||||||||||||||||||
Securities held to maturity(2) |
31,908 | 33,424 | 32,229 | 33,747 | 48,606 | 59,568 | 73,852 | |||||||||||||||||||||
Deposits |
528,081 | 488,706 | 507,109 | 483,558 | 449,766 | 466,177 | 453,377 | |||||||||||||||||||||
Long-term debt |
73,645 | 83,537 | 81,330 | 67,039 | 44,992 | 33,332 | 59,265 | |||||||||||||||||||||
Total shareholders equity |
89,827 | 88,215 | 89,274 | 88,134 | 92,230 | 89,969 | 90,782 | |||||||||||||||||||||
Allowance for loan losses |
5,684 | 5,184 | 5,615 | 4,927 | 4,596 | 4,364 | 4,576 | |||||||||||||||||||||
Nonperforming loans |
6,803 | 8,756 | 6,397 | 11,193 | 6,834 | 3,987 | 4,711 | |||||||||||||||||||||
Selected Other Balance Sheet Data: |
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Average assets |
$ | 683,909 | $ | 644,095 | $ | 666,884 | $ | 603,521 | $ | 586,580 | $ | 598,911 | $ | 583,244 | ||||||||||||||
Average earning assets |
647,478 | 607,353 | 629,552 | 566,169 | 549,635 | 558,747 | 544,893 | |||||||||||||||||||||
Average shareholders equity |
89,953 | 88,657 | 89,059 | 90,575 | 91,413 | 89,934 | 91,670 | |||||||||||||||||||||
Selected Financial and Liquidity Ratios: |
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Return (loss) on average assets |
0.41 | % | 0.20 | % | 0.45 | % | (0.10 | )% | 0.44 | % | 0.41 | % | 0.19 | % | ||||||||||||||
Return (loss) on average equity |
3.12 | 1.43 | 3.37 | (0.64 | ) | 2.79 | 2.75 | 1.20 | ||||||||||||||||||||
Net interest margin(3) |
3.53 | 3.52 | 3.51 | 3.65 | 3.60 | 3.54 | 3.47 | |||||||||||||||||||||
Loan to deposit ratio |
111.86 | 111.62 | 115.67 | 108.50 | 108.99 | 100.73 | 98.82 | |||||||||||||||||||||
Efficiency ratio(4) |
78.49 | 82.43 | 76.22 | 80.09 | 79.00 | 79.43 | 88.06 | |||||||||||||||||||||
Shareholders equity to total assets ratio |
12.98 | 13.35 | 13.16 | 13.79 | 15.69 | 15.00 | 14.73 | |||||||||||||||||||||
Dividend payout ratio |
0.50 | 1.50 | 0.49 | (2.33 | ) | 0.39 | | | ||||||||||||||||||||
Capital Ratios: |
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Tier 1 leverage capital ratio |
13.10 | % | 13.40 | % | 12.80 | % | 13.80 | % | 15.80 | % | 15.00 | % | 14.80 | % | ||||||||||||||
Common equity tier 1 capital ratio |
15.60 | 16.00 | 15.50 | | | | | |||||||||||||||||||||
Tier 1 risk-based capital ratio |
15.60 | 16.00 | 15.50 | 16.50 | 18.60 | 18.40 | 18.70 | |||||||||||||||||||||
Total risk-based capital ratio |
16.60 | 17.00 | 16.50 | 17.50 | 19.60 | 19.30 | 19.60 | |||||||||||||||||||||
Selected Asset Quality Ratios: |
||||||||||||||||||||||||||||
Nonaccrual loans to total loans |
1.15 | % | 1.61 | % | 1.09 | % | 2.14 | % | 1.40 | % | 0.85 | % | 1.05 | % | ||||||||||||||
Nonaccrual assets to total assets |
1.15 | 1.46 | 1.15 | 1.92 | 1.23 | 0.76 | 0.91 | |||||||||||||||||||||
Allowance for loan losses to total loans |
0.96 | 0.95 | 0.96 | 0.94 | 0.94 | 0.93 | 1.02 | |||||||||||||||||||||
Allowance for loan losses to nonaccrual loans |
83.55 | 59.21 | 87.78 | 44.02 | 67.25 | 109.46 | 97.13 | |||||||||||||||||||||
Net charge-offs to average loans |
| 0.03 | 0.04 | 0.98 | 0.04 | 0.14 | 0.16 |
(1) | Net loans equals total loans net of allowance for loan losses and deferred fees. |
(2) | Securities held to maturity at cost. |
(3) | Net interest margin represents net interest income divided by total average interest-earning assets. |
(4) | The efficiency ratio represents the ratio of operating expenses divided by the sum of net interest income and non-interest income, excluding gains. This ratio excludes gains (losses) on sales of investment securities, property, loans held for sale and other, net. |
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SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL DATA FOR WESTFIELD FINANCIAL, INC.
The following selected unaudited pro forma condensed combined financial data is based on the historical financial data of Westfield and Chicopee, and has been prepared to illustrate the effects of the merger. It is also based on certain assumptions that Westfield and Chicopee believe are reasonable, which are described in the notes to the unaudited pro forma condensed combined financial statements included in this joint proxy statement/prospectus. The selected unaudited pro forma condensed combined financial data does not give effect to any anticipated synergies, operating efficiencies or cost savings that may be associated with the merger.
The results of operations data below is presented using the acquisition method of accounting, as if the merger was completed on January 1, 2016 and the balance sheet data below is presented as if the merger was completed on March 31, 2016.
Certain reclassifications were made to Chicopees historical financial information to conform to Westfields presentation of financial information. This data should be read in conjunction with the Westfield and Chicopee historical consolidated financial statements and accompanying notes in Westfields and Chicopees respective Quarterly Reports on Form 10-Q as of and for the three months ended March 31, 2016, and Westfields and Chicopees respective Annual Reports on Form 10-K, as amended, as of and for the year ended December 31, 2015.
Westfield has not performed the detailed valuation analysis necessary to determine the fair market values of Chicopees assets to be acquired and liabilities to be assumed. Accordingly, the unaudited pro forma condensed combined financial data does not include an allocation of the purchase price, unless otherwise specified. The pro forma adjustments included in this joint proxy statement/prospectus 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 will be determined after the merger is completed and after completion of thorough analyses to determine the fair value of Chicopees tangible and identifiable intangible assets and liabilities as of the date the merger is completed. Increases or decreases in the fair values of the net assets as compared with the information shown in the unaudited pro forma condensed combined financial data may change the amount of the purchase price allocated to goodwill and other assets and liabilities, and may impact Westfields statement of operations due to adjustments in yield and/or amortization of the adjusted assets or liabilities. Any changes to Chicopees shareholders equity, including results of operations from March 31, 2016 through the date the merger is completed, 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 in this joint proxy statement/prospectus.
Westfield anticipates that the merger with Chicopee will provide the combined company with financial benefits that include reduced operating expenses. 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 benefits of the combined company would have been had the two companies been combined during these periods.
The unaudited pro forma shareholders equity and net income are qualified by the statements set forth under this caption and should not be considered indicative of the market value of Westfield common stock or the actual or future results of operations of Westfield for any period. Actual results may be materially different than the pro forma information presented.
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See also the unaudited pro forma condensed combined financial statements and notes thereto beginning on page 118.
For the Three Months Ended March 31, 2016 |
For the Year Ended December 31, 2015 |
|||||||
(In thousands) | ||||||||
Consolidated Statements of Income |
||||||||
Interest income |
$ | 17,237 | $ | 66,891 | ||||
Interest expense |
3,571 | 14,147 | ||||||
|
|
|
|
|||||
Net interest |
13,666 | 52,744 | ||||||
(Credit) provision for loan losses |
(545 | ) | 2,216 | |||||
Noninterest income |
1,661 | 7,893 | ||||||
Noninterest expense |
12,074 | 47,455 | ||||||
|
|
|
|
|||||
Income before provision for income taxes |
3,798 | 10,966 | ||||||
Income tax expense |
1,120 | 2,838 | ||||||
|
|
|
|
|||||
Net income |
$ | 2,678 | $ | 8,128 | ||||
|
|
|
|
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UNAUDITED COMPARATIVE PER SHARE DATA
The table below summarizes selected per share data about Westfield and Chicopee. Westfield share data is presented on a pro forma basis to reflect the proposed merger with Chicopee as if the merger had become effective at the end of the period presented, in the case of balance sheet information, and at the beginning of the period presented, in the case of income statement information. Westfield expects to issue approximately 11,975,166 shares of its common stock in the merger.
The data in the table should be read together with the financial information and the financial statements of Westfield and Chicopee incorporated by reference into this joint proxy statement/prospectus. The pro forma per share data or combined results of operations per share data is presented as an illustration only. The data does not necessarily indicate the combined financial position per share or combined results of operations per share that would have been reported if the merger had occurred when indicated, nor is the data a forecast of the combined financial position or combined results of operations for any future period. No pro forma adjustments have been included in this joint proxy statement/prospectus to reflect potential effects of merger integration expenses, cost savings or operational synergies which may be obtained by combining the operations of Westfield and Chicopee, or the costs of combining the companies and their operations.
Unaudited Comparative Per Common Share Data | ||||||||||||||||
Westfield | Chicopee | Westfield Pro Forma Combined(1) |
Chicopee Pro Forma Equivalent Per Share(2) |
|||||||||||||
Basic Earnings |
||||||||||||||||
Year ended December 31, 2015 |
$ | 0.33 | $ | 0.61 | $ | 0.27 | $ | 0.65 | ||||||||
Three months ended March 31, 2016 |
$ | 0.11 | $ | 0.14 | $ | 0.09 | $ | 0.21 | ||||||||
Diluted Earnings |
||||||||||||||||
Year ended December 31, 2015 |
$ | 0.33 | $ | 0.60 | $ | 0.27 | $ | 0.66 | ||||||||
Three months ended March 31, 2016 |
$ | 0.11 | $ | 0.14 | $ | 0.09 | $ | 0.22 | ||||||||
Cash Dividends Paid |
||||||||||||||||
Year ended December 31, 2015 |
$ | 0.12 | $ | 0.30 | $ | 0.12 | $ | 0.29 | ||||||||
Three months ended March 31, 2016 |
$ | 0.03 | $ | 0.09 | $ | 0.03 | $ | 0.07 | ||||||||
Book Value |
||||||||||||||||
December 31, 2015 |
$ | 7.63 | $ | 17.13 | $ | 7.96 | $ | 19.30 | ||||||||
March 31, 2016 |
$ | 7.83 | $ | 17.20 | $ | 8.08 | $ | 19.60 |
(1) | Pro forma combined dividends per share represent Westfields historical dividends per share. |
(2) | The pro forma equivalent per share is based upon the pro forma combined amounts multiplied by the exchange ratio of 2.425. |
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COMPARATIVE MARKET PRICE DATA AND DIVIDEND INFORMATION
Westfield common stock is listed and traded on the NASDAQ Global Select Market under the symbol WFD, and Chicopee common stock is listed and traded on the NASDAQ Global Market under the symbol CBNK. The following table sets forth, for the calendar quarters indicated, the high and low sales prices per share of Westfield and Chicopee common stock, as reported on NASDAQ. The table also sets forth the quarterly cash dividends per share declared by Westfield and Chicopee with respect to their common stock. On August 4, 2016, the last practicable trading day prior to the date of this joint proxy statement/prospectus, there were 18,330,487 shares of Westfield common stock outstanding, which were held by 1,987 shareholders of record, and 5,233,939 shares of Chicopee common stock outstanding, which were held by 567 shareholders of record.
For the calendar quarterly period ended: |
Westfield | Chicopee | ||||||||||||||||||||||
High | Low | Dividends Declared |
High | Low | Dividends Declared |
|||||||||||||||||||
2016 |
||||||||||||||||||||||||
March 31, 2016 |
$ | 8.85 | $ | 7.57 | $ | 0.03 | $ | 18.25 | $ | 17.03 | $ | 0.09 | ||||||||||||
June 30, 2016 |
8.50 | 7.35 | 0.03 | 18.66 | 17.50 | 0.09 | ||||||||||||||||||
Period from June 30, 2016 to August 4, 2016 |
7.97 | 7.54 | 0.03 | 19.00 | 18.11 | 0.09 | ||||||||||||||||||
2015 |
||||||||||||||||||||||||
March 31, 2015 |
$ | 7.74 | $ | 7.05 | $ | 0.03 | $ | 16.90 | $ | 15.65 | $ | 0.07 | ||||||||||||
June 30, 2015 |
8.02 | 7.12 | 0.03 | 17.25 | 16.19 | 0.07 | ||||||||||||||||||
September 30, 2015 |
7.82 | 7.06 | 0.03 | 17.10 | 16.00 | 0.08 | ||||||||||||||||||
December 31, 2015 |
8.49 | 7.30 | 0.03 | 18.19 | 16.06 | 0.08 | ||||||||||||||||||
2014 |
||||||||||||||||||||||||
March 31, 2014 |
$ | 8.00 | $ | 7.10 | $ | 0.06 | $ | 17.96 | $ | 16.65 | $ | 0.07 | ||||||||||||
June 30, 2014 |
7.58 | 6.85 | 0.06 | 17.70 | 16.00 | 0.07 | ||||||||||||||||||
September 30, 2014 |
7.68 | 7.00 | 0.06 | 16.93 | 14.50 | 0.07 | ||||||||||||||||||
December 31, 2014 |
7.55 | 6.88 | 0.03 | 17.50 | 13.56 | 0.07 |
The following table presents the last reported sale price per share of Westfield and Chicopee common stock, as reported on NASDAQ, on April 4, 2016, the last full trading day prior to the public announcement of the proposed merger, and on August 4, 2016, the last practicable trading day prior to the date of this joint proxy statement/ prospectus. The following table also presents the equivalent per share value of Westfield common stock that Chicopee shareholders would receive for each share of their Chicopee common stock if the merger was completed on those dates:
Westfield Common Stock |
Chicopee Common Stock |
Equivalent Value Per Share of Chicopee Common Stock(1) |
||||||||||
April 4, 2016 |
$ | 8.42 | $ | 17.75 | $ | 20.42 | ||||||
August 4, 2016 |
7.55 | 18.30 | 18.31 |
(1) | Calculated by multiplying the closing price of Westfield common stock as of the specified date by the exchange ratio of 2.425. |
The market value of Westfield common stock to be issued in exchange for shares of Chicopee common stock upon the completion of the merger will not be known at the time of the Westfield or Chicopee shareholder meeting. The above tables show only historical comparisons. Because the market prices of Westfield common stock and Chicopee common stock will likely fluctuate prior to the merger, these comparisons may not provide meaningful information to Westfield and Chicopee shareholders in determining whether to adopt and approve the merger agreement. Shareholders are encouraged to obtain current market quotations for Westfield common stock
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and Chicopee common stock, and to review carefully the other information contained in this joint proxy statement/prospectus or incorporated by reference into this joint proxy statement/prospectus. See Where You Can Find More Information beginning on page 157.
The holders of Westfield common stock receive dividends as and when declared by Westfields board of directors out of statutory surplus or from net profits. Following the completion of the merger, subject to approval and declaration by Westfields board of directors, Westfield expects to continue paying quarterly cash dividends on a basis consistent with past practice. The current annualized rate of distribution on a share of Westfield common stock is $0.12 per share. Following the merger, Westfield is targeting a dividend payout ratio equal to 30% of net income of the combined company. However, the payment of dividends by Westfield is subject to numerous factors, and no assurance can be given that Westfield will pay dividends following the completion of the merger or that dividends will not be reduced in the future.
Prior to completion of the merger, the merger agreement permits Chicopee to continue to pay regular quarterly cash dividends, not greater than the rate paid during the fiscal quarter immediately preceding the date of the merger agreement, with record and payment dates consistent with past practice.
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In addition to the other information contained in or incorporated by reference into this joint proxy statement/ prospectus, including the matters addressed under the caption Information Regarding Forward-Looking Statements on page 32, you should carefully consider the following risk factors in deciding whether to vote for adoption and approval of the merger agreement.
Risks Related to the Merger
The value of the merger consideration will vary with changes in Westfields stock price.
Upon completion of the merger, all of the outstanding shares of Chicopee common stock will be converted into shares of Westfield common stock. The ratio at which the shares will be converted is fixed at 2.425 shares of Westfield common stock for each share of Chicopee common stock. There will be no adjustment in the exchange ratio for changes in the market price of either Chicopee common stock or Westfield common stock. Any change in the price of Westfield common stock will affect the aggregate value Chicopee shareholders will receive in the merger. Stock price changes may result from a variety of factors, including changes in businesses, operations and prospects, regulatory considerations, and general market and economic conditions. Many of these factors are beyond our control. Accordingly, at the time of the shareholder meeting, Chicopee shareholders will not know the value of the stock consideration they will receive in the merger.
Shareholders may be unable to timely sell shares after completion of the merger.
There will be a time period between the completion of the merger and the time at which former Chicopee shareholders actually receive their shares of Westfield common stock. Until shares are received, former Chicopee shareholders may not be able to sell their Westfield shares in the open market and, therefore, will not be able to avoid losses resulting from any decrease, or secure gains resulting from any increase, in the trading price of Westfield common stock during this period.
The market price of Westfield common stock after the merger may be affected by factors different from those affecting the shares of Westfield or Chicopee currently.
The businesses of Westfield and Chicopee differ and, accordingly, the results of operations of the combined company and the market price of the combined companys shares of common stock may be affected by factors different from those currently affecting the independent results of operations and market prices of common stock of each of Westfield and Chicopee. For a discussion of the businesses of Westfield and Chicopee and of certain factors to consider in connection with those businesses, see the documents incorporated by reference into this joint proxy statement/prospectus and referred to under Where You Can Find More Information beginning on page 157.
Both Chicopee and Westfield shareholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management of the combined company.
Each of Chicopee and Westfield shareholders currently have the right to vote in the election of their respective board of directors and on other matters affecting their respective company. Upon completion of the merger, each Chicopee shareholder will become a shareholder of Westfield with a percentage ownership of the combined company that is much smaller than such shareholders current percentage ownership of Chicopee. It is expected that the former shareholders of Chicopee as a group will receive shares in the merger constituting approximately 40% of the outstanding shares of Westfield common stock immediately after the merger. Furthermore, because shares of Westfield common stock will be issued to existing Chicopee shareholders, current Westfield shareholders will have their ownership and voting interests diluted approximately 40%. Accordingly, both Chicopee and Westfield shareholders will have less influence on the management and policies of the combined company than they now have on the management and policies of their respective company.
27
After the merger is completed, Chicopee shareholders will become Westfield shareholders and will have different rights that may be less advantageous than their current rights.
Upon completion of the merger, Chicopee shareholders will become Westfield shareholders. Differences in Chicopees articles of organization and amended and restated bylaws and Westfields articles of organization, as amended, and amended and restated bylaws will result in changes to the rights of Chicopee shareholders who become Westfield shareholders. For more information, see Comparison of Shareholder Rights, beginning on page 109 of this joint proxy statement/prospectus.
The termination fee and the restrictions on solicitation contained in the merger agreement may discourage other companies from trying to acquire Chicopee.
Until the completion of the merger, Chicopee is prohibited from soliciting, initiating, encouraging, or with some exceptions, considering any inquiries or proposals that may lead to a proposal or offer for a merger or other business combination transaction with any person other than Westfield. In addition, Chicopee has agreed to pay a termination fee of $4.0 million or up to $750,000 in expenses to Westfield in specified circumstances. These provisions could discourage other companies from trying to acquire Chicopee even though those other companies might be willing to offer greater value to Chicopee shareholders than Westfield has offered in the merger. The payment of the termination fee also could have a material adverse effect on Chicopees results of operations.
Chicopee will be subject to business uncertainties and contractual restrictions while the merger is pending.
Uncertainty about the effect of the merger on employees, suppliers and customers may have an adverse effect on Chicopee. These uncertainties may impair Chicopees ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers, suppliers and others who deal with Chicopee to seek to change existing business relationships with Chicopee. Chicopee employee retention and recruitment may be particularly challenging prior to the effective time of the merger, as employees and prospective employees may experience uncertainty about their future roles with the combined company.
The pursuit of the merger and the preparation for the integration may place a significant burden on management and internal resources. Any significant diversion of management attention away from ongoing business and any difficulties encountered in the transition and integration process could affect the financial results of Chicopee and, following the merger, the combined company. In addition, the merger agreement requires that Chicopee operate in the ordinary course of business consistent with past practice and restricts Chicopee from taking certain actions prior to the effective time of the merger or termination of the merger agreement. These restrictions may prevent Chicopee from pursuing attractive business opportunities that may arise prior to the completion of the merger.
Chicopees directors and executive officers have financial interests in the merger that may be different from, or in addition to, the interests of Chicopee shareholders.
In considering the information contained in this joint proxy statement/prospectus, you should be aware that Chicopees directors and executive officers have financial interests in the merger that are different from, or in addition to, the interests of Chicopee shareholders generally. These interests include, among other things:
| the accelerated vesting of the outstanding Chicopee equity awards and phantom stock unit awards; |
| the right to receive cash severance, bonus payments and additional supplemental retirement plan benefits under certain circumstances; |
| the right to continued health insurance coverage under certain circumstances; |
| the right to the allocation of surplus assets under Chicopees employee stock ownership plan upon its termination in connection with the merger; |
28
| the right to continued indemnification and liability insurance coverage by Westfield after the merger for acts or omissions occurring before the merger; and |
| the right to five seats on the combined companys board of directors, and any related compensation for such services. |
Also, Westfield and Westfield Bank entered into employment agreements with William J. Wagner and Darlene Libiszewski regarding their continuing roles with the combined company following the merger. See the section of this joint proxy statement/prospectus entitled The MergerInterests of Chicopees Directors and Executive Officers in the Merger beginning on page 69 for a discussion of these financial interests.
The unaudited pro forma financial data included in this joint proxy statement/prospectus is illustrative only, and may differ materially from the combined companys actual financial position and results of operations after the merger.
The unaudited pro forma financial data in this joint proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the combined companys actual financial position or results of operations would have been had the merger been completed on the dates indicated. The pro forma financial data reflects adjustments, which are based on preliminary estimates, to record Chicopees identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation reflected in this joint proxy statement/prospectus is preliminary and final allocation of the purchase price will be based on the actual purchase price and the fair value of the assets and liabilities of Chicopee as of the date of the completion of the merger. As a result, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this joint proxy statement/prospectus.
The fairness opinion obtained by each of Westfield and Chicopee from its financial advisor will not reflect changes in circumstances subsequent to the date of the fairness opinion.
Piper Jaffray, Chicopees financial advisor in connection with the proposed merger, orally delivered to the board of directors of Chicopee its opinion, which was subsequently confirmed in writing dated as of April 4, 2016. Griffin Financial Group LLC, Westfields financial advisor in connection with the proposed merger, orally delivered to the board of directors of Westfield its opinion, which was subsequently confirmed in writing dated as of April 4, 2016. The opinions stated that as of such dates, and based on and subject to the factors and assumptions set forth therein, the exchange ratio was fair to the Chicopee and Westfield shareholders, respectively, from a financial point of view. The opinions do not reflect changes that may occur or may have occurred after the dates of the opinions, including changes to the operations and prospects of Westfield or Chicopee, changes in general market and economic conditions or regulatory or other factors. Any such changes, or changes in other factors on which the opinions were based, may materially alter or affect the relative values of Westfield and Chicopee.
The merger agreement may be terminated in accordance with its terms and the merger may not be completed.
The merger agreement is subject to a number of conditions that must be fulfilled in order to complete the merger. Those conditions include, but are not limited to:
| approval of the merger agreement by Westfield and Chicopee shareholders; |
| receipt of required regulatory approvals; |
| absence of orders prohibiting the completion of the merger; |
| continued accuracy of the representations and warranties by both parties and the performance by both parties of their covenants and agreements; and |
| receipt by both parties of legal opinions from their respective tax counsels. |
29
In addition, Chicopee may choose to terminate the merger agreement during the five-day period commencing on the 10th day prior to the closing date of the merger, if the price of Westfield common stock decreases by a certain percentage and also decreases by a certain percentage relative to the NASDAQ Bank Index. Any such termination would be subject to the right of Westfield to increase the amount of Westfield common stock to be provided to Chicopee shareholders pursuant to the formula prescribed in the merger agreement. See the section of this joint proxy statement/prospectus entitled The Merger AgreementTermination beginning on page 106 for a more complete discussion of the circumstances under which the merger agreement could be terminated.
The merger and the bank merger are each subject to the receipt of consents and approvals from governmental authorities that may delay the date of completion of each merger or impose conditions that could have an adverse effect on Westfield.
Before the merger and the bank merger may each be completed, various approvals or consents must be obtained from state and federal governmental authorities, including the Board of Governors of the Federal Reserve System, the Office of Comptroller of the Currency, the Massachusetts Board of Bank Incorporation and the Massachusetts Division of Banks. Satisfying the requirements of these governmental authorities may delay the dates of completion of the merger and the bank merger. In addition, these governmental authorities may include conditions on the completion of the merger and the bank merger, or require changes to the terms of the merger and the bank merger. While Westfield and Chicopee do not currently expect that any such conditions or changes would result in a material adverse effect on Westfield, there can be no assurance that they will not, and such conditions or changes could have the effect of delaying completion of the merger or the bank merger, or imposing additional costs on or limiting the revenues of Westfield following the merger or the bank merger, any of which might have a material adverse effect on Westfield following the merger or the bank merger. The parties are not obligated to complete the merger or the bank merger should any regulatory approval contain a condition, restriction or requirement that materially alters the benefit to which Westfield bargained for in the merger agreement or the plan of bank merger between Westfield Bank and Chicopee Savings Bank.
Failure to complete the merger could negatively impact the stock prices and future businesses and financial results of Westfield and Chicopee.
If the merger is not completed, the ongoing businesses of Westfield and Chicopee may be adversely affected, and Westfield and Chicopee will be subject to several risks, including the following:
| Chicopee may be required, under certain circumstances, to pay Westfield a termination fee of $4.0 million under the merger agreement or pay Westfields out-of-pocket costs and expenses incurred in connection with the merger agreement or the transactions contemplated thereby up to $750,000; |
| Westfield and Chicopee will be required to pay certain costs relating to the merger, whether or not the merger is completed, such as legal, accounting, financial advisor and printing fees; |
| under the merger agreement, Chicopee is subject to certain restrictions on the conduct of its business prior to completing the merger, which may adversely affect its ability to execute certain of its business strategies; and |
| matters relating to the merger may require substantial commitments of time and resources by Westfields and Chicopees management, which could otherwise have been devoted to other opportunities that may have been beneficial to Westfield and Chicopee as independent companies, as the case may be. |
In addition, if the merger is not completed, Westfield and/or Chicopee may experience negative reactions from the financial markets and from their respective customers and employees. Westfield and/or Chicopee also could be subject to litigation related to any failure to complete the merger or to enforcement proceedings commenced against Westfield or Chicopee to perform their respective obligations under the merger agreement. If
30
the merger is not completed, Westfield and Chicopee cannot assure their respective shareholders that the risks described above will not materialize and will not materially affect the business, financial results and stock prices of Westfield and/or Chicopee.
Risks Related to the Combined Company if the Merger is Completed
The integration of the companies will present significant challenges that may result in the combined business not operating as effectively as expected or in the failure to achieve some or all of the anticipated benefits of the transaction.
The benefits and synergies expected to result from the proposed transaction will depend in part on whether the operations of Chicopee can be integrated in a timely and efficient manner with those of Westfield. Westfield will face challenges in consolidating its functions with those of Chicopee, and integrating the organizations, procedures and operations of the two businesses. The integration of Westfield and Chicopee will be complex and time-consuming, and the management of both companies will have to dedicate substantial time and resources to it. These efforts could divert managements focus and resources from other strategic opportunities and from day-to-day operational matters during the integration process. Failure to successfully integrate the operations of Westfield and Chicopee could result in the failure to achieve some of the anticipated benefits from the transaction, including cost savings and other operating efficiencies, and Westfield may not be able to capitalize on the existing relationships of Chicopee to the extent anticipated, or it may take longer, or be more difficult or expensive than expected to achieve these goals. This could have an adverse effect on the business, results of operations, financial condition or prospects of Westfield after the transaction.
Unanticipated costs relating to the merger could reduce Westfields future earnings per share.
Westfield believes that it has reasonably estimated the likely costs of integrating the operations of Westfield and Chicopee, and the incremental costs of operating as a combined company. However, it is possible that unexpected transaction costs such as taxes, fees or professional expenses or unexpected future operating expenses such as increased personnel costs or increased taxes, as well as other types of unanticipated adverse developments, could have a material adverse effect on the results of operations and financial condition of the combined company. If unexpected costs are incurred, the merger could have a dilutive effect on the combined companys earnings per share. In other words, if the merger is completed, the earnings per share of Westfield common stock could be less than anticipated or even less than they would have been if the merger had not been completed.
Estimates as to the future value of the combined company are inherently uncertain. You should not rely on such estimates without considering all of the information contained or incorporated by reference into this joint proxy statement/prospectus.
Any estimates as to the future value of the combined company, including estimates regarding the earnings per share of the combined company, are inherently uncertain. The future value of the combined company will depend upon, among other factors, the combined companys ability to achieve projected revenue and earnings expectations and to realize the anticipated synergies described in this joint proxy statement/prospectus, all of which are subject to the risks and uncertainties described in this joint proxy statement/prospectus, including these risk factors. Accordingly, you should not rely upon any estimates as to the future value of the combined company, whether made before or after the date of this joint proxy statement/prospectus by Westfields and Chicopees respective management or affiliates or others, without considering all of the information contained or incorporated by reference into this joint proxy statement/prospectus.
31
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
This joint proxy statement/prospectus, including information included or incorporated by reference into this joint proxy statement/prospectus, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the benefits of the merger between Westfield and Chicopee, including future financial and operating results and performance; statements about Westfields and Chicopees plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as expects, anticipates, intends, plans, believes, seeks, estimates, will, should, may or words of similar meaning. These forward-looking statements are based on the current beliefs and expectations of Westfields and Chicopees management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond the control of Westfield and Chicopee. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:
| the failure of the parties to satisfy the closing conditions in the merger agreement in a timely manner or at all; |
| the failure of the shareholders of Westfield and/or Chicopee to adopt and approve the merger agreement; |
| the failure to obtain governmental approvals of the merger or the imposition of adverse regulatory conditions in connection with regulatory approvals of the merger; |
| disruptions to the parties businesses as a result of the announcement and pendency of the merger; |
| costs or difficulties related to the integration of the businesses following the merger; |
| operating costs, customer losses and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; |
| the risk that the future business operations of Westfield or Chicopee will not be successful; |
| the risk that the anticipated benefits, cost savings and any other savings from the merger may not be fully realized or may take longer than expected to realize; |
| changes in the interest rate environment that reduce margins; |
| changes in the regulatory environment; |
| the highly competitive industry and market area in which Westfield and Chicopee operate; |
| general economic conditions, either nationally or regionally, resulting in, among other things, a deterioration in credit quality; |
| changes in business conditions and inflation; |
| changes in credit market conditions leading to increases in Westfields or Chicopees loan losses or level of non-performing loans; |
| changes in the securities markets which affect investment management revenues; |
| increases in FDIC deposit insurance premiums and assessments could adversely affect financial condition; |
| changes in technology used in the banking business; |
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| the soundness of other financial services institutions which may adversely affect credit risk; |
| certain intangible assets may become impaired in the future; |
| internal controls and procedures may fail or be circumvented; |
| new lines of business or new products and services, which pose additional risks; |
| changes in key management personnel which may adversely impact operations; |
| the effect on operations of governmental legislation and regulation, including changes in accounting regulation or standards, the nature and timing of the adoption and effectiveness of new requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, Basel guidelines, capital requirements and other applicable laws and regulations; and |
| severe weather, natural disasters, acts of war or terrorism and other external events which could significantly impact the business. |
Additional factors that could cause Westfields and Chicopees results to differ materially from those described in the forward-looking statements can be found in the section of this joint proxy statement/prospectus entitled Risk Factors beginning on page 27, and Westfields and Chicopees filings with the Securities and Exchange Commission, or the SEC, including Westfields and Chicopees respective Annual Reports on Form 10-K, as amended, for the fiscal year ended December 31, 2015 and their respective Quarterly Reports on Form 10-Q for the quarter ended March 31, 2016.
You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus or the date of any document incorporated by reference into this joint proxy statement/prospectus. All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this joint proxy statement/prospectus and attributable to Westfield or Chicopee or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, Westfield and Chicopee undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this joint proxy statement/prospectus or to reflect the occurrence of unanticipated events.
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INFORMATION ABOUT THE COMPANIES
Westfield is a Massachusetts-chartered stock holding company incorporated in Massachusetts in 2001, with its principal headquarters located in Westfield, Massachusetts. Westfield is the parent company of Westfield Bank. Westfield Bank was formed in 1853 and is a federally chartered savings bank regulated by the Office of Comptroller of the Currency, or the OCC. As a community bank, Westfield Bank focuses on servicing commercial customers, including originating commercial and industrial loans and offering commercial deposits. Westfield believes that this business focus is best for its long-term success and viability, and complements its existing commitment to high quality customer service.
Elm Street Securities Corporation, a Massachusetts-chartered corporation, was formed by Westfield Bank to hold qualified securities. In February 2007, Westfield formed WFD Securities, Inc., a Massachusetts-chartered corporation, to hold qualified securities. In October 2009, Westfield Bank formed WB Real Estate Holdings, LLC, a Massachusetts-chartered limited liability company, to hold real property acquired as security for debts previously contracted by Westfield Bank.
Westfield Bank operates 13 banking offices in Agawam, Feeding Hills, East Longmeadow, Holyoke, Southwick, Springfield, West Springfield and Westfield, Massachusetts and Granby and Enfield, Connecticut. Westfields banking offices in Granby and Enfield, Connecticut, which opened in June 2013 and November 2014, respectively, are its first locations outside of western Massachusetts. Westfield Bank also has 12 free-standing ATM locations in Holyoke, Southwick, Springfield, West Springfield and Westfield, Massachusetts. Westfield Banks primary deposit gathering area is concentrated in the communities surrounding these locations and its primary lending area includes all of Hampden County in western Massachusetts and Hartford and Tolland Counties in northern Connecticut. In addition, Westfield Bank provides online banking services through its website located at www.westfieldbank.com.
At March 31, 2016, Westfield had $1.37 billion in assets, $928.1 million in deposits and $143.0 million of shareholders equity.
Westfields principal executive offices are located at 141 Elm Street, Westfield, Massachusetts 01085, its phone number is (413) 568-1911 and its website is www.westfieldbank.com. Information that is included in this website does not constitute part of this joint proxy statement/prospectus. Westfield common stock is traded on the NASDAQ Global Select Market under the symbol WFD.
Chicopee, a Massachusetts corporation, was formed in 2006 by Chicopee Savings Bank to become the holding company for Chicopee Savings Bank upon completion of its conversion from a mutual savings bank to a stock savings bank. The conversion and the offering were completed on July 19, 2006.
Chicopee Savings Bank, a Massachusetts stock savings bank, was organized in 1845 under the name Cabot Savings Bank and adopted its present name in 1854. Chicopee Savings Bank is a full-service, community oriented financial institution offering products and services to individuals and businesses. Chicopee Savings Bank operates eight full service branch offices, four in Chicopee, Massachusetts, and one each in Ludlow, West Springfield, South Hadley and Ware, Massachusetts. Chicopee Savings Bank also operates a seasonal branch office in West Springfield, Massachusetts and a lending and operations center in Chicopee, Massachusetts. In addition, Chicopee Savings Bank has 11 free-standing ATM locations and 22 seasonal ATM locations. Chicopee Savings Banks deposits are insured by the Federal Deposit Insurance Corporation, or FDIC, and Depositors Insurance Fund of Massachusetts. Chicopee Savings Bank is also a member of the Federal Home Loan Bank of Boston, or FHLB, and is regulated by the FDIC and the Massachusetts Division of Banks. Chicopee Savings Banks business consists primarily of making loans to its customers, including residential mortgages, commercial
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real estate loans, commercial loans, consumer loans and home equity loans, and investing in a variety of investment securities. Chicopee Savings Bank funds these lending and investment activities with deposits from the general public, funds generated from operations and borrowings. Chicopee Savings Bank also sells a portion of its residential one- to four-family real estate loans to the secondary market to reduce interest rate risk. During the years ended December 31, 2015 and 2014, Chicopee Savings Bank sold 18.2% and 24.0%, respectively, of the one- to four-family real estate loans it originated to the secondary market. Chicopee Savings Bank maintains the servicing rights on all loans originated and sold into the secondary market. Chicopee Savings Banks revenues are derived from the generation of interest and fees on loans, interest and dividends on investment securities, fees from its retail banking operation, and investment management. Chicopee Savings Banks primary sources of funds are deposits, principal and interest payments on loans and investments, advances from the FHLB and proceeds from loan sales. Chicopee Savings Bank also provides access to insurance and investment products through its financial services division, the Financial Services Center of Chicopee Savings Bank.
At March 31, 2016, Chicopee had $692.2 million in assets, $528.1 million in deposits and $89.8 million of shareholders equity.
Chicopees principal executive offices are located at 70 Center Street, Chicopee, Massachusetts 01013, its phone number is (413) 594-6692 and its website is www.chicopeesavings.com. Information that is included in this website does not constitute part of this joint proxy statement/prospectus. Chicopee common stock is traded on the NASDAQ Global Market under the symbol CBNK.
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THE SPECIAL MEETING OF CHICOPEE SHAREHOLDERS
This joint proxy statement/prospectus is being furnished to holders of Chicopee common stock for use at a special meeting of Chicopee shareholders and any adjournments or postponements thereof.
Date, Time and Place of the Special Meeting
Chicopee will hold its special meeting of shareholders at the Castle of the Knights, 1599 Memorial Drive, Chicopee, Massachusetts 01020 on September 28, 2016, at 10:00 a.m., local time.
Purpose of the Special Meeting
At the special meeting, Chicopee shareholders as of the record date will be asked to consider and vote on the following proposals:
1. | to approve the Agreement and Plan of Merger by and between Westfield and Chicopee, dated as of April 4, 2016, pursuant to which Chicopee will merge with and into Westfield with Westfield surviving; |
2. | an advisory (non-binding) proposal to approve the compensation payable to the named executive officers of Chicopee in connection with the merger; and |
3. | to approve one or more adjournments of the special meeting, if necessary, to permit further solicitation of proxies if there are insufficient votes at the time of the special meeting, or at any adjournment or postponement of that meeting, to approve the merger agreement. |
Recommendation of the Chicopee Board of Directors
The Chicopee board of directors has unanimously approved the merger agreement and recommends that you vote your shares as follows:
| FOR approval of the merger agreement; |
| FOR approval, on an advisory (non-binding) basis, of the compensation payable to the named executive officers of Chicopee in connection with the merger; and |
| FOR approval of the proposal to adjourn the special meeting, if necessary, to permit further solicitation of proxies. |
Record Date; Outstanding Shares; Shares Entitled to Vote
Only holders of record of Chicopee common stock at the close of business on the record date of August 3, 2016, are entitled to notice of and to vote at Chicopees special meeting. As of the record date, there were 5,233,939 shares of Chicopee common stock outstanding, held of record by approximately 567 shareholders. Each holder of Chicopee common stock is entitled to one vote for each share of Chicopee common stock owned as of the record date.
A list of shareholders entitled to vote at the special meeting will be available for inspection at the special meeting and before the special meeting, during the period beginning two business days after notice of the meeting is given and upon written request by any Chicopee shareholder.
A quorum of Chicopee shareholders is necessary to hold a valid meeting. If the holders of at least a majority of the total number of the outstanding shares of Chicopee common stock entitled to vote are represented in person or by proxy at the special meeting, a quorum will exist. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee), vote
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in person at the annual meeting, or vote by proxy over the telephone or the Internet as described in the enclosed instructions. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present at the annual meeting in person or represented by proxy may adjourn the annual meeting to another date.
Share Ownership of Management; Voting Agreement
As of the record date, the directors and executive officers of Chicopee and their affiliates collectively owned 227,170 shares of Chicopee common stock, or approximately 4.34% of Chicopees outstanding shares. In addition, Westfield holds 91,863 shares of Chicopee common stock, which represented approximately 1.76% of the outstanding shares of Chicopee common stock as of the record date.
Each of the directors and executive officers of Chicopee has entered into a voting agreement with Westfield, requiring each of them to vote all shares of Chicopee common stock beneficially owned by such person in favor of approval of the merger agreement.
When considering the Chicopee board of directors recommendation that you vote in favor of the approval of the merger agreement, you should be aware that the directors and executive officers of Chicopee have financial interests in the merger that may be different from, or in addition to, the interests of shareholders of Chicopee. See The MergerInterests of Chicopees Directors and Executive Officers in the Merger beginning on page 69.
If you are a Chicopee shareholder, the Chicopee board of directors requests that you return the proxy card accompanying this joint proxy statement/prospectus for use at the Chicopee special meeting. Please complete, date and sign the proxy card and promptly return it in the enclosed postage-paid envelope, or submit a proxy through the Internet or by telephone as described in the instructions contained on the enclosed proxy card.
All properly signed proxies received prior to the special meeting and not revoked before the vote at the special meeting will be voted at the special meeting according to the instructions indicated on the proxies or, if no instructions are given, the shares will be voted FOR approval of the merger agreement, FOR approval, on an advisory (non-binding) basis, of the compensation payable to the named executive officers of Chicopee in connection with the merger, and FOR an adjournment of the special meeting to solicit additional proxies, if necessary.
If you have any questions concerning the merger, the other meeting matters or this joint proxy statement/prospectus or need assistance voting your shares, please contact Chicopees proxy solicitor at the address or telephone number listed below:
Alliance Advisors LLC
200 Broadacres Drive, 3rd floor
Bloomfield, NJ 07003
Banks, brokers and shareholders should call:
(855) 928-4494
If you hold your shares of Chicopee common stock in street name, meaning in the name of a bank, broker or other nominee who is the record holder, you must either direct the record holder of your shares of Chicopee common stock how to vote your shares or obtain a proxy from the record holder to vote your shares in person at the special meeting.
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If you fail to properly submit your proxy card or to instruct your broker, bank or other nominee to vote your shares of Chicopee common stock and you do not attend the special meeting and vote your shares in person, your shares will not be voted. This will have the same effect as a vote AGAINST approval of the merger agreement, but will have no impact on the outcome of the other proposals.
Employee Stock Ownership Plan
If you participate in the Chicopee Savings Bank Employee Stock Ownership Plan, or Chicopees ESOP, you will receive a voting instruction card for the plan that reflects all shares you may vote under the plan. Under the terms of the ESOP, the ESOP trustee votes all shares held by the ESOP, but each ESOP participant may direct the trustee how to vote the shares of common stock allocated to the participants account. The ESOP trustee, subject to the exercise of its fiduciary responsibilities, will vote all unallocated shares of Chicopee common stock held by the ESOP and allocated shares for which no voting instructions are received in the same proportion as shares for which it has received timely voting instructions.
401(k) Plan
Each participant in Chicopee Savings Banks 401(k) Plan has the right to direct the trustee of the 401(k) Plan as to how to vote his or her proportionate interests in all allocated shares of common stock held in the 401(k) Plan. The trustee will vote any unallocated shares, as well as any allocated shares as to which no voting instructions are received, in the same proportion as the shares for which voting instructions have been received. The trustees duties with respect to voting the common stock in the 401(k) Plan are governed by the fiduciary provisions of ERISA. The fiduciary provisions of ERISA may require, in certain limited circumstances, that the trustee override the votes of participants with respect to the common stock held by the trust and to determine, in trustees best judgment, how to vote the shares.
If you are a Chicopee shareholder, you may revoke your proxy at any time by taking any of the following actions before your proxy is voted at the special meeting:
| delivering a written notice bearing a date later than the date of your proxy card to the Corporate Secretary of Chicopee, stating that you revoke your proxy; |
| submitting a new signed proxy card bearing a later date or vote again by telephone or Internet (any earlier proxies will be revoked automatically); or |
| attending the special meeting and voting in person, although attendance at the special meeting will not, by itself, revoke a proxy. |
You should send any notice of revocation to Theresa C. Szlosek, Corporate Secretary, at the following address:
Chicopee Bancorp, Inc.
P.O. Box 300
Chicopee, Massachusetts 01014
If you have instructed a bank, broker or other nominee to vote your shares, you must follow the directions you receive from your bank, broker or other nominee to change your vote.
If you are a Chicopee shareholder and plan to attend the Chicopee special meeting and wish to vote in person, you will be given a ballot at the special meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the special meeting, you must obtain a proxy from the broker, bank or other nominee in order to vote your shares.
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Whether or not you plan to attend the special meeting, Chicopee requests that you complete, sign, date and return the enclosed proxy card as soon as possible in the enclosed postage-paid envelope, or submit a proxy through the Internet or by telephone as described in the instructions accompanying this joint proxy statement/prospectus. This will not prevent you from voting in person at the special meeting, but will assure that your vote is counted if you are unable to attend.
Abstentions and Broker Non-Votes
Only shares affirmatively voted for each proposal, including shares represented by properly executed proxies that do not contain voting instructions, will be counted as votes FOR the proposal.
Brokers who hold shares of Chicopee common stock in street name for a customer who is the beneficial owner of those shares may not exercise voting authority on the customers shares with respect to the actions proposed in this joint proxy statement/prospectus without specific instructions from the customer. When a broker does not vote on a particular proposal because the broker does not have discretionary voting power with respect to a proposal and has not received voting instructions from the beneficial owner it is referred to as broker non-votes. If your broker holds your Chicopee stock in street name, your broker will vote your shares only if you provide instructions on how to vote by filling out the voter instruction form sent to you by your broker with this joint proxy statement/prospectus.
Accordingly, you are urged to mark and return the enclosed proxy card to indicate your vote, or fill out the voter instruction form, if applicable. Abstentions and broker non-votes will be included in determining the presence of a quorum at the special meeting. Abstentions and broker non-votes will have the same effect as a vote AGAINST the approval of the merger agreement, but will have no effect on the other proposals.
If you are a Chicopee shareholder, the enclosed proxy is solicited by and on behalf of the Chicopee board of directors. Chicopee will pay the expenses of soliciting proxies to be voted at the special meeting, including any attorneys and accountants fees, except Chicopee and Westfield have each agreed to share equally the costs of printing this joint proxy statement/prospectus. Following the original mailing of the proxies and other soliciting materials, Chicopee and its agents may also solicit proxies by mail, telephone, facsimile or in person. No additional compensation will be paid to directors, officers or other employees of Chicopee for making these solicitations. Chicopee has retained a proxy solicitation firm, Alliance Advisors, to aid in the solicitation process. Westfield and Chicopee will pay a joint fee of approximately $25,000, split equally, plus reasonable out-of-pocket expenses to Alliance Advisors. Chicopee intends to reimburse persons who hold Chicopee common stock of record but not beneficially, such as brokers, custodians, nominees and fiduciaries, for their reasonable expenses in forwarding copies of proxies and other soliciting materials to, and requesting authority for the exercise of proxies from, the persons for whom they hold the shares.
This joint proxy statement/prospectus and the proxy card are first being sent to Chicopee shareholders on or about August 12, 2016.
If you are a Chicopee shareholder, you should not send in any certificates representing Chicopee common stock. Following the completion of the merger, you will receive separate instructions for the exchange of your certificates representing Chicopee common stock.
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Chicopee is requesting that holders of the outstanding shares of Chicopee common stock consider and vote on a proposal to approve the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus. Approval of the merger proposal by Chicopee shareholders is a condition to the closing of the merger. If the merger proposal is not approved by Chicopee shareholders, the merger will not occur.
Vote Required for Approval
The affirmative vote of holders of at least a majority of the shares of Chicopee common stock outstanding and entitled to vote at the special meeting is required to approve the merger agreement. Abstentions and broker non-votes will have the same effect as a vote AGAINST the approval of the merger agreement.
Recommendation of the Chicopee Board of Directors
THE CHICOPEE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE MERGER PROPOSAL.
Section 14A of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which was enacted as part of the Dodd-Frank Act, requires that Chicopee provide its shareholders with the opportunity to vote to approve, on an advisory (non-binding) basis, the payment of certain compensation that will or may become payable by Chicopee to its named executive officers in connection with the merger, as disclosed in the section of this joint proxy statement/prospectus entitled The MergerInterests of Chicopees Directors and Executive Officers in the Merger beginning on page 69.
Chicopee is requesting its shareholders indicate their approval of the compensation that will or may become payable by Chicopee to its named executive officers in connection with the merger. In general, the various plans and arrangements pursuant to which these compensation payments may be made have previously formed part of Chicopees overall compensation program for its named executive officers, and previously have been disclosed to Chicopee shareholders as part of the Compensation Discussion and Analysis and related sections of Chicopees annual proxy statements or in other publicly available filings.
Accordingly, Chicopee is seeking approval of the following resolution at the special meeting:
RESOLVED, that the compensation that will or may become payable to Chicopee Bancorp, Inc.s named executive officers in connection with the merger, and the agreements and understandings pursuant to which such compensation may be paid or become payable, in each case, as disclosed pursuant to Item 402(t) of Regulation S-K in the section entitled The MergerInterests of Chicopees Directors and Executive Officers in the Merger in Chicopee Bancorp, Inc.s joint proxy statement/prospectus for the special meeting is hereby APPROVED.
Shareholders should note that this proposal is not a condition to closing of the merger, and as an advisory vote, the result will not be binding on Chicopee, Chicopees board of directors or Westfield. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to shareholder approval. Accordingly, regardless of the outcome of the advisory vote, if the merger is consummated, Chicopees named executive officers will be eligible to receive the compensation that is based on or otherwise relates to the merger in accordance with the terms and conditions applicable to the arrangements that provide for the payments or benefits.
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Vote Required for Approval
The affirmative vote of holders of at least a majority of votes cast at the Chicopee special meeting is required to approve, on an advisory (non-binding) basis, the compensation payable to the named executive officers of Chicopee in connection with the merger. Abstentions and broker non-votes are not counted as votes cast and will not affect the outcome of this proposal.
Recommendation of the Chicopee Board of Directors
THE CHICOPEE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION PROPOSAL.
Chicopee is requesting that holders of the outstanding shares of Chicopee common stock consider and vote on a proposal to authorize the named proxies to approve one or more adjournments of the Chicopee special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the merger proposal at the time of the special meeting. Even though a quorum may be present at the special meeting, it is possible that Chicopee may not receive sufficient votes to approve the merger agreement by the time of the special meeting. In that event, Chicopee would need to adjourn the special meeting in order to solicit additional proxies. The adjournment proposal relates only to an adjournment of the special meeting for purposes of soliciting additional proxies to obtain the requisite shareholder approval to approve the merger agreement. Any other adjournment of the special meeting (e.g., an adjournment required because of the absence of a quorum) would be voted on pursuant to the discretionary authority granted by the proxy card. The Chicopee board of directors retains full authority to the extent set forth in Chicopees amended and restated bylaws, or Chicopees bylaws, and Massachusetts law to adjourn the special meeting for any other purpose, or to postpone the special meeting before it is convened, without the consent of any Chicopee shareholders.
If Chicopee shareholders approve the adjournment proposal, Chicopee could adjourn the special meeting and any adjourned session of the special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from Chicopee shareholders who have previously voted. Chicopee is not required to notify shareholders of any adjournment if the new place, date and time are announced at the special meeting before adjournment. If, after the adjournment, a new record date is fixed for the adjourned special meeting, notice of the adjourned special meeting shall be given to each shareholder of record entitled to vote at the special meeting.
Vote Required for Approval
The affirmative vote of holders of at least a majority of votes cast at the Chicopee special meeting is required to approve the proposal to adjourn the special meeting. Abstentions and broker non-votes are not counted as votes cast and will not affect the outcome of this proposal.
Recommendation of the Chicopee Board of Directors
THE CHICOPEE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE ADJOURNMENT PROPOSAL.
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THE ANNUAL MEETING OF WESTFIELD SHAREHOLDERS
This joint proxy statement/prospectus is being furnished to holders of Westfield common stock for use at an annual meeting of Westfield shareholders and any adjournments or postponements thereof.
Date, Time and Place of the Annual Meeting
Westfield will hold its annual meeting of shareholders at Sheraton Springfield Monarch Place, One Monarch Place, Springfield, Massachusetts 01144, on September 29, 2016, at 10:00 a.m., local time.
At the annual meeting, Westfield shareholders as of the record date will be asked to consider and vote on the following proposals:
1. | to adopt and approve the Agreement and Plan of Merger by and between Westfield and Chicopee, dated as of April 4, 2016, pursuant to which Chicopee will merge with and into Westfield with Westfield surviving; |
2. | to elect the nominees named in this joint proxy statement/prospectus as directors to serve on the Westfield board of directors for a term of office stated herein; |
3. | to approve an advisory (non-binding) resolution on the compensation of Westfields named executive officers; |
4. | to ratify the appointment of Wolf & Company, P.C. as Westfields independent registered public accounting firm for the fiscal year ending December 31, 2016; |
5. | to approve one or more adjournments of the annual meeting, if necessary, to permit further solicitation of proxies if there are insufficient votes at the time of the annual meeting, or at any adjournment or postponement of that meeting, to adopt and approve the merger agreement; and |
6. | such other matters as may properly come before the annual meeting or any adjournment or postponement of that meeting. |
Recommendation of the Westfield Board of Directors
The Westfield board of directors has unanimously approved the merger agreement and recommends that you vote your shares as follows:
| FOR adoption and approval of the merger agreement; |
| FOR all of the nominees for election as directors; |
| FOR approval of the advisory (non-binding) resolution on the compensation of Westfields named executive officers; |
| FOR ratification of the appointment of Wolf & Company, P.C. as Westfields independent registered public accounting firm; and |
| FOR approval of the proposal to adjourn the annual meeting, if necessary, to permit further solicitation of proxies. |
Record Date; Outstanding Shares; Shares Entitled to Vote
Only holders of record of Westfield common stock at the close of business on the record date of August 5, 2016 are entitled to notice of and to vote at Westfields annual meeting. As of the record date, there were 18,330,487 shares of Westfield common stock outstanding, held of record by approximately 1,987 shareholders. Each holder of Westfield common stock is entitled to one vote for each share of Westfield common stock owned as of the record date.
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A list of shareholders entitled to vote at the annual meeting will be available for inspection at the annual meeting and before the annual meeting, during the period beginning two business days after notice of the meeting is given and upon written request by any Westfield shareholder.
A quorum of Westfield shareholders is necessary to hold a valid meeting. If the holders of at least a majority of the total number of the outstanding shares of Westfield common stock entitled to vote are represented in person or by proxy at the annual meeting, a quorum will exist. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee), vote in person at the annual meeting, or vote by proxy over the telephone or the Internet as described in the enclosed instructions. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present at the annual meeting in person or represented by proxy may adjourn the annual meeting to another date.
As of the record date, the directors and executive officers of Westfield and their affiliates collectively owned 865,108 shares of Westfield common stock, or approximately 4.72% of Westfields outstanding shares. In addition, Chicopee holds 30,000 shares of Westfield common stock, which represented approximately 0.16% of the outstanding shares of Westfield common stock as of the record date.
If you are a Westfield shareholder, the Westfield board of directors requests that you return the proxy card accompanying this joint proxy statement/prospectus for use at the Westfield annual meeting. Please complete, date and sign the proxy card and promptly return it in the enclosed postage-paid envelope, or submit a proxy through the Internet or by telephone as described in the instructions contained in the enclosed proxy card.
All properly signed proxies received prior to the annual meeting and not revoked before the vote at the annual meeting will be voted at the annual meeting according to the instructions indicated on the proxies or, if no instructions are given, the shares will be voted FOR adoption and approval of the merger agreement, FOR all of the nominees for election as directors, FOR approval of the advisory (non-binding) resolution on the compensation of Westfields named executive officers, FOR ratification of the appointment of Wolf & Company, P.C. as Westfields independent registered public accounting firm, and FOR an adjournment of the annual meeting to solicit additional proxies, if necessary.
If you have any questions concerning the merger, the other meeting matters or this joint proxy statement/ prospectus or need assistance voting your shares, please contact Westfields proxy solicitor at the address or telephone number listed below:
Alliance Advisors LLC
200 Broadacres Drive, 3rd floor
Bloomfield, NJ 07003
Banks, brokers and shareholders should call:
(855) 928-4494
If you hold your shares of Westfield common stock in street name, meaning in the name of a bank, broker or other nominee who is the record holder, you must either direct the record holder of your shares of Westfield common stock how to vote your shares or obtain a proxy from the record holder to vote your shares in person at the annual meeting.
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If you fail to properly submit your proxy card or to instruct your broker, bank or other nominee to vote your shares of Westfield common stock and you do not attend the annual meeting and vote your shares in person, your shares will not be voted. This will have the same effect as a vote AGAINST adoption and approval of the merger agreement, but will have no impact on the outcome of the other proposals.
If any other matter is presented at the annual meeting, your proxy will vote the shares represented by all properly executed proxies on such matters as a majority of Westfields board of directors determines. As of the date of this joint proxy statement/prospectus, Westfield knows of no other matters that may be presented at the annual meeting, other than those listed above.
Employee Stock Ownership Plan
Each participant in Westfield Banks Employee Stock Ownership Plan Trust, or Westfields ESOP, has the right to direct First Bankers Trust Services, Inc., or First Bankers Trust, as trustee of Westfields ESOP, as to how to vote his or her proportionate interests in all allocated shares of common stock held in Westfields ESOP. First Bankers Trust will vote any unallocated shares, as well as any allocated shares as to which no voting instructions are received, in the same proportion as the shares for which voting instructions have been received. First Bankers Trusts duties with respect to voting the common stock in Westfields ESOP is governed by the fiduciary provisions of the Employee Retirement Income Security Act of 1974, as amended, or ERISA. The fiduciary provisions of ERISA may require, in certain limited circumstances that First Bankers Trust override the votes of participants with respect to the common stock held by First Bankers Trust and to determine, in First Bankers Trusts best judgment, how to vote the shares.
401(k) Plan
Each participant in Westfield Banks 401(k) Plan has the right to direct Delaware Charter & Trust Company, a Delaware Corporation conducting business under the trade name of The Principal Trust Company, or Principal Trust, as trustee of the 401(k) Plan, as to how to vote his or her proportionate interests in all allocated shares of common stock held in the 401(k) Plan. Principal Trust will vote any unallocated shares, as well as any allocated shares as to which no voting instructions are received, in the same proportion as the shares for which voting instructions have been received. Principal Trusts duties with respect to voting the common stock in the 401(k) Plan are governed by the fiduciary provisions of ERISA. The fiduciary provisions of ERISA may require, in certain limited circumstances, that Principal Trust override the votes of participants with respect to the common stock held by Principal Trust and to determine, in Principal Trusts best judgment, how to vote the shares.
If you are a Westfield shareholder, you may revoke your proxy at any time by taking any of the following actions before your proxy is voted at the annual meeting:
| delivering a written notice bearing a date later than the date of your proxy card to the Secretary of Westfield, stating that you revoke your proxy; |
| submitting a new signed proxy card bearing a later date or vote again by telephone or Internet (any earlier proxies will be revoked automatically); or |
| attending the annual meeting and voting in person, although attendance at the annual meeting will not, by itself, revoke a proxy. |
You should send any notice of revocation to Gerald P. Ciejka, Secretary, at the following address:
Westfield Financial, Inc.
141 Elm Street
Westfield, Massachusetts 01085
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If you have instructed a bank, broker or other nominee to vote your shares, you must follow the directions you receive from your bank, broker or other nominee to change your vote.
If you are a Westfield shareholder and plan to attend the Westfield annual meeting and wish to vote in person, you will be given a ballot at the annual meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the annual meeting, you must obtain a proxy from the broker, bank or other nominee in order to vote your shares.
Whether or not you plan to attend the annual meeting, Westfield requests that you complete, sign, date and return the enclosed proxy card as soon as possible in the enclosed postage-paid envelope, or submit a proxy through the Internet or by telephone as described in the instructions accompanying this joint proxy statement/ prospectus. This will not prevent you from voting in person at the annual meeting but will assure that your vote is counted if you are unable to attend.
Abstentions and Broker Non-Votes
Only shares affirmatively voted for each proposal, including shares represented by properly executed proxies that do not contain voting instructions, will be counted as votes FOR the proposal.
Broker non-votes occur when brokers or other nominees holding shares on behalf of their clients have not been given specific voting instructions from their clients with respect to non-routine matters and, therefore, do not have discretionary voting power to vote these matters. Brokers may, under applicable rules, sign and submit proxies for shares it holds on routine matters, which typically consist of the ratification of the appointment of an independent registered public accounting firm. The other Westfield proposals are considered non-routine under the NASDAQ Listing Rules. If your broker returns a proxy but does not vote on a proposal, this will constitute a broker non-vote.
Accordingly, you are urged to mark and return the enclosed proxy card to indicate your vote, or fill out the voter instruction form, if applicable. Abstentions and broker non-votes will be included in determining the presence of a quorum at the annual meeting. Abstentions and broker non-votes will have the same effect as a vote AGAINST the adoption and approval of the merger agreement, but will have no effect on the other proposals.
If you are a Westfield shareholder, the enclosed proxy is solicited by and on behalf of the Westfield board of directors. Westfield will pay the expenses of soliciting proxies to be voted at the annual meeting, including any attorneys and accountants fees, except Chicopee and Westfield have each agreed to share equally the costs of printing this joint proxy statement/prospectus. Following the original mailing of the proxies and other soliciting materials, Westfield and its agents may also solicit proxies by mail, telephone, facsimile or in person. No additional compensation will be paid to directors, officers or other employees of Westfield for making these solicitations. Westfield has retained a proxy solicitation firm, Alliance Advisors, to aid in the solicitation process. Westfield and Chicopee will pay a joint fee of approximately $25,000, split equally, plus reasonable out-of-pocket expenses to Alliance Advisors. Westfield intends to reimburse persons who hold Westfield common stock of record but not beneficially, such as brokers, custodians, nominees and fiduciaries, for their reasonable expenses in forwarding copies of proxies and other soliciting materials to, and requesting authority for the exercise of proxies from, the persons for whom they hold the shares.
This joint proxy statement/prospectus and the proxy card are first being sent to Westfield shareholders on or about August 12, 2016.
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Westfield is requesting that holders of the outstanding shares of Westfield common stock consider and vote on a proposal to adopt and approve the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus. Approval of the merger proposal by Westfield shareholders is a condition to the closing of the merger. If the merger proposal is not approved by Westfield shareholders, the merger will not occur.
Vote Required for Approval
The affirmative vote of holders of at least two-thirds of the shares of Westfield common stock outstanding and entitled to vote at the annual meeting is required to adopt and approve the merger agreement. Abstentions and broker non-votes will have the same effect as a vote AGAINST the adoption and approval of the merger agreement.
Recommendation of the Westfield Board of Directors
THE WESTFIELD BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE MERGER PROPOSAL.
Westfields bylaws provide for a classified board of directors, divided into three staggered classes. Upon the recommendation of the Nominating and Corporate Governance Committee, Westfields board of directors has nominated Kevin M. Sweeney and Christos A. Tapases for election as directors at Westfields annual meeting. If the nominees are elected, they will hold office until the annual meeting of shareholders in 2019 or until their successors have been elected and qualified. Charles E. Sullivan will retire from Westfields board at the annual meeting. Additional information relating to the election proposal is set forth in the section of this joint proxy statement/prospectus entitled Westfield Annual Meeting Matters beginning on page 126.
Vote Required for Approval
Directors will be elected by a plurality of the votes cast at the annual meeting by the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. Plurality means that the nominees for director who receive the most votes will be elected. If a Westfield shareholder does not vote for a nominee, or he indicates WITHHOLD for any nominee on the proxy card, his vote will not count FOR or AGAINST the nominee. Shareholders may not vote their shares cumulatively for the election of directors. Abstentions and broker non-votes are not counted as votes cast and will not affect the outcome of this proposal.
Recommendation of the Westfield Board of Directors
THE WESTFIELD BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ALL OF THE NOMINEES FOR ELECTION AS DIRECTORS.
The Dodd-Frank Act requires Westfield to provide its shareholders an opportunity to vote to approve, on an advisory (non-binding) basis, the compensation of its named executive officers as disclosed in the sections of this joint proxy statement/prospectus entitled Westfield Annual Meeting MattersCompensation Discussion and Analysis and Westfield Annual Meeting MattersExecutive and Director Compensation beginning on pages 137 and 146, respectively. This vote does not address any specific item of compensation, but rather the overall compensation of Westfields named executive officers and its compensation philosophy, policies and practices,
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as disclosed in this joint proxy statement/prospectus. At the 2011 annual meeting of shareholders, the Westfield shareholders recommended that Westfield hold an advisory vote on executive compensation each year. Westfields board of directors affirmed the shareholders recommendation and will hold say-on-pay advisory votes on an annual basis until the next required shareholder vote on say-on-pay frequency, which is scheduled to be held at the 2017 annual meeting of shareholders.
The compensation of Westfields named executive officers is disclosed in the sections of this joint proxy statement/prospectus entitled Westfield Annual Meeting MattersCompensation Discussion and Analysis and Westfield Annual Meeting MattersExecutive and Director Compensation beginning on pages 137 and 146, respectively. As discussed in those disclosures, Westfields board of directors believes that Westfields executive compensation philosophy, policies and procedures provide a strong link between each named executive officers compensation and Westfields short and long-term performance. The objective of Westfields executive compensation program is to provide compensation that is competitive based on its performance and aligned with the long-term interests of its shareholders.
Westfield is requesting its shareholders to indicate their support for its named executive officer compensation as described in this joint proxy statement/prospectus. This proposal will be presented at the annual meeting as a resolution in substantially the following form:
RESOLVED, on an advisory basis, that the compensation paid to Westfield Financial, Inc.s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, in the sections entitled Westfield Annual Meeting MattersCompensation Discussion and Analysis and Westfield Annual Meeting MattersExecutive and Director Compensation in Westfield Financial, Inc.s joint proxy statement/prospectus for the annual meeting is hereby APPROVED.
The shareholders vote on this proposal is advisory, and therefore not binding on Westfield, its Compensation Committee or its board of directors. This advisory vote will serve as an additional tool to guide Westfields board of directors and its Compensation Committee in continuing to align executive compensation with the best interests of Westfield and its shareholders.
Vote Required for Approval
At least a majority of votes cast at the Westfield annual meeting by the holders of shares present in person or represented by proxy and entitled to vote is required to approve an advisory (non-binding) resolution on the compensation of Westfields named executive officers. Abstentions and broker non-votes are not counted as votes cast and will not affect the outcome of this proposal.
Recommendation of the Westfield Board of Directors
THE WESTFIELD BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION PROPOSAL.
Westfields Audit Committee has appointed Wolf & Company, P.C. to act as Westfields independent registered public accounting firm and to audit Westfields financial statements for the fiscal year ending December 31, 2016. This appointment will continue at the pleasure of the Audit Committee and is presented to the Westfield shareholders for ratification as a matter of good corporate governance. In the event that this appointment is not ratified by the shareholders, the Audit Committee will consider that fact when it selects Westfields independent registered public accounting firm for the following fiscal year.
Representatives of Wolf & Company, P.C. are expected to be present at Westfields annual meeting. They will have an opportunity to make a statement if they desire to do so and will be available to respond to
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appropriate questions. Additional information relating to the auditor ratification proposal is set forth in the section of this joint proxy statement/prospectus entitled Westfield Annual Meeting Matters beginning on page 126.
Vote Required for Approval
At least a majority of votes cast at the Westfield annual meeting by the holders of shares present in person or represented by proxy and entitled to vote is required to ratify the appointment of Wolf & Company, P.C. as Westfields independent registered public accounting firm for the fiscal year ending December 31, 2016. Abstentions and broker non-votes are not counted as votes cast and will not affect the outcome of this proposal.
Recommendation of the Westfield Board of Directors
THE WESTFIELD BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE AUDITOR RATIFICATION PROPOSAL.
Westfield is requesting that holders of the outstanding shares of Westfield common stock consider and vote on a proposal to authorize the named proxies to approve one or more adjournments of the Westfield annual meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the merger proposal at the time of the annual meeting. Even though a quorum may be present at the annual meeting, it is possible that Westfield may not receive sufficient votes to adopt and approve the merger agreement by the time of the annual meeting. In that event, Westfield would need to adjourn the annual meeting in order to solicit additional proxies. The adjournment proposal relates only to an adjournment of the annual meeting for purposes of soliciting additional proxies to obtain the requisite shareholder approval to adopt and approve the merger agreement. Any other adjournment of the annual meeting (e.g., an adjournment required because of the absence of a quorum) would be voted on pursuant to the discretionary authority granted by the proxy card. The Westfield board of directors retains full authority to the extent set forth in Westfields amended and restated bylaws, or Westfields bylaws, and Massachusetts law to adjourn the annual meeting for any other purpose, or to postpone the annual meeting before it is convened, without the consent of any Westfield shareholders.
If Westfield shareholders approve the adjournment proposal, Westfield could adjourn the annual meeting and any adjourned session of the annual meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from Westfield shareholders who have previously voted. Westfield is not required to notify shareholders of any adjournment if the new place, date and time are announced at the annual meeting before adjournment. If the date of any adjourned annual meeting is more than 30 days after the date of the original annual meeting or if a new record date is fixed for the adjourned annual meeting, written notice of the adjourned annual meeting shall be given to each shareholder of record entitled to vote at the annual meeting.
Vote Required for Approval
At least a majority of votes cast at the Westfield annual meeting by the holders of shares present in person or represented by proxy and entitled to vote is required to approve the proposal to adjourn the annual meeting. Abstentions and broker non-votes are not counted as votes cast and will not affect the outcome of this proposal.
Recommendation of the Westfield Board of Directors
THE WESTFIELD BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE ADJOURNMENT PROPOSAL.
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The following discussion contains material information about the merger. The discussion is subject, and qualified in its entirety by reference, to the merger agreement and financial advisors opinions attached as annexes to this joint proxy statement/prospectus. We urge you to read carefully this entire joint proxy statement/prospectus, including the merger agreement and financial advisors opinions attached as annexes to this joint proxy statement/ prospectus, for a more complete understanding of the merger.
On April 4, 2016, the boards of directors of Westfield and Chicopee each unanimously approved the merger agreement. The merger agreement provides for the merger of Chicopee with and into Westfield, with Westfield as the surviving corporation. Following the merger, Chicopee Savings Bank will be merged with and into Westfield Bank, with Westfield Bank as the surviving entity.
See The Merger Agreement, beginning on page 93, for additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to the merger and the provisions for terminating or amending the merger agreement.
Consideration to be Received in the Merger
Upon completion of the merger, Chicopee shareholders will be entitled to receive 2.425 shares of Westfield common stock for each outstanding share of Chicopee common stock held at the time of the merger (other than shares held directly or indirectly by Westfield and shares held by Chicopee as treasury shares).
Chicopees board of directors and senior management have periodically reviewed Chicopees strategic alternatives and assessed various opportunities for increasing long-term shareholder value. These reviews included analysis compiled by senior management and/or Chicopees financial advisor of Chicopees financial performance and trends in the financial marketplace, including merger and acquisition activity in the western New England market. In some instances, these reviews included a discussion by Chicopees legal counsel Luse Gorman, PC (Luse Gorman) of the legal standards applicable to the decisions and actions of Chicopees board of directors.
Similarly, Westfields board of directors and senior management have periodically reviewed Westfields strategic opportunities and alternatives as part of their on-going efforts to improve Westfields banking franchise and enhance long-term shareholder value. These reviews have focused on assessing opportunities for increasing earnings through internally generated growth and for growth through acquisitions of other banks or de novo branching. As part of the strategic reviews, Westfields board of directors and senior management have considered potential acquisition targets, including Chicopee.
Beginning in 2011, William J. Wagner, Chicopees Chairman, President and Chief Executive Officer, James C. Hagan, Westfields President and Chief Executive Officer, and Donald A. Williams, Westfields Chairman, had discussed from time to time the economic conditions as well as the business and regulatory climate for banks operating in their market areas and the value of a potential merger of Chicopee and Westfield.
During 2012 through 2015, Mr. Wagner also met with the chief executive officers of several other banking organizations to assess whether there may be other attractive merger opportunities for Chicopee and the opportunity for Chicopee to create a more efficient banking organization that would better serve the Springfield market area.
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In early and mid-2014, discussions between Chicopee and Westfield and their respective financial and legal advisors were held regarding a combination of the two companies and the parties engaged in preliminary negotiations. However, negotiations were broken off when the parties could not come to an agreement on the general structure, price and other terms of the potential transaction.
In late 2014 and early 2015, Mr. Wagner held informal discussions with a banking organization that operates outside Chicopees market area that demonstrated significant interest in a possible merger with Chicopee. Those discussions resulted in the organization, which we refer to herein as Institution A, providing Chicopee with an unsolicited non-binding letter of intent that set forth the general terms of a possible merger with Chicopee, the terms of which were subject to due diligence and further negotiations. Chicopees financial advisor prepared an analysis of the terms of the letter of intent and a possible transaction with such organization, including an analysis of the value of Chicopee on a stand-alone basis, national and regional merger market trends and metrics and the recent results of operations of the other banking organization and trends in the market value of their stock. Based on such analysis and the input from the executive management of Chicopee, the board determined that the terms of the letter of intent, which included an initial per share price range of $17.00 to $18.00 per share, which was subsequently increased to $18.50, were insufficient to warrant further negotiations. More importantly, the board determined that a combination with Institution A: (1) did not meet the goals of a strategic alliance determined by the Chicopee board of directors to be in the best interests of its shareholders; and (2) would not yield significant realizable efficiencies and improvements such that the resulting combined company would be a more attractive franchise. As a result, the discussions with Institution A were halted in early 2015.
In late May 2015, Chicopee and representatives of Piper Jaffray revisited the possibility of a combination with Westfield and, on June 16, 2015, Mr. Wagner and representatives of Piper Jaffray met with Mr. Hagan and Leo R. Sagan, Jr., Westfields Senior Vice President, Chief Financial Officer and Treasurer, to discuss the potential of a combination between Chicopee and Westfield.
From June 2015 to early October 2015, Mr. Wagner maintained a dialogue with Westfields management regarding a potential combination, and Piper Jaffray and Luse Gorman continued to provide Mr. Wagner and Chicopee with analysis and counsel regarding the pertinent issues associated with a combination with Westfield. Concurrently, Mr. Wagner engaged in informal discussions with executives from other Western New England area banks regarding merger and acquisition activity in the market; however, none of these discussions materialized into serious discussions or indications of interest at attractive levels regarding a combination with Chicopee.
The discussions from June 2015 to early October 2015 between Mr. Wagner and Chicopees representatives and Mr. Hagan and Westfields representatives covered topics including the potential structure and forms of the merger and the merger consideration, the branding of the combined entity, and representation of Chicopee directors on the board of the combined entity. The parties made progress on these issues, focusing on structuring the potential transaction as a strategic combination that would maximize the long-term potential of the combined franchise for shareholders of both companies. As a result of such progress, on October 15, 2015, representatives from Piper Jaffray and Griffin, Westfields financial advisor, met to discuss the due diligence process and the next steps in pursuing a potential transaction between Chicopee and Westfield.
Between mid-October 2015 and early November 2015, Mr. Wagner and representatives of Piper Jaffray had discussions with members of senior management of Westfield and representatives of Griffin to identify the anticipated strategic and operational benefits of a combination between the two parties, highlighting the parties potentially strong market share position within the Western New England market as a combined institution and the financial benefits to the parties and their respective shareholders in a strategic partnership. In the context of a strategic partnership, both Westfield and Chicopee shareholders would maintain significant equity ownership in the combined institution and benefit from the long-term value proposition of the combined entity.
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On November 6, 2015, Westfield submitted preliminary terms to Chicopee, which included 100% stock consideration, and offered a preliminary price of $20.00 per share and five seats on the board of the resulting institution. Using Westfields stock price of $7.86 on November 6, 2015, Westfields preliminary proposal implied an exchange ratio of 2.5445.
On November 10, 2015, Chicopees board held a special meeting. Representatives of Piper Jaffray made a presentation to the Chicopee board regarding the merger and acquisition market in general and among peer institutions, and the strategic rationale for a combination with Westfield. The presentation included a summary of the discussions that had been held to date between the management teams of the two institutions, the possible terms of the transaction, the potential costs savings of a combination and the financial benefits of a combination between the two institutions. At the conclusion of the discussion, the Chicopee board voted unanimously in favor of continuing discussion of a potential combination with Westfield and directed management to gather information and work with Westfield to assess in detail the cost savings and efficiencies that could realistically be realized by the combined bank and report back to the board as to those findings.
On November 17, 2015, Westfields board of directors held a special meeting. Representatives of Griffin in attendance at the meeting made a presentation to the board regarding the potential terms of the proposed transaction with Chicopee, the strategic and business rationale for the potential transaction, and the merger and acquisition market in general. At the conclusion of this meeting, the board of directors of Westfield authorized management to execute a confidentiality agreement on behalf of Westfield and perform due diligence to further explore the potential transaction. On December 1, 2015, Westfield formally engaged Griffin as its financial advisor.
On December 7, 2015, the Executive Committee of the Chicopee board met to discuss a mutual confidentiality agreement between Chicopee and Westfield, which had been reviewed by the management teams and legal advisors of both institutions. The Executive Committee voted to provide Mr. Wagner with the authority to execute the confidentiality agreement on behalf of Chicopee and the parties executed the confidentiality agreement on that date.
From December 17, 2015 throughout January and February 2016, the executives of Chicopee met with executives from Westfield to conduct further due diligence on each other and to discuss the possible cost savings and efficiencies that could be realized in connection with the possible combination. These meetings included identifying any overlapping products and services and possible changes to personnel and the resulting management structure of the combined entity. These meetings also focused on the data processing vendor that both companies utilized and the expected costs and fees associated with the termination of Chicopees data processing and other vendor agreements. The parties noted Westfields ability to negotiate more favorable provisions under a new data processing agreement for the combined company due to both parties using the same vendor and the short-term nature of Westfields existing agreement, including the potential avoidance of a significant termination fee Chicopee or any other acquiror would have to pay upon the termination of Chicopees multi-year agreement. During this time, the parties each also made documentation available to each other for review in connection with the performance of due diligence.
On February 4, 2016, the Chicopee Board authorized management to formally engage Piper Jaffray as its financial advisor.
On February 25, 2016, the Chicopee board held its regular meeting. Mr. Wagner updated the board on the status of the potential combination with Westfield and noted that both parties were in the midst of conducting due diligence and analyzing the cost savings and synergies that could be realized in the merger. The board determined at such time to form a special board committee consisting entirely of independent directors (the Special Committee), to review and assess the potential combination with Westfield and whether Chicopee should be pursuing any other strategic alternatives. The Chicopee board expressed full support for the efforts regarding the potential combination with Westfield and approved the creation of the Special Committee.
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On March 3 and 4, 2016, Chicopee and Westfield, together with their legal and financial advisors, conducted reciprocal off-site document review and management interviews at which questions regarding cost savings and strategic benefits of a combination between the two parties were further addressed.
On March 4, 2016, a meeting of the Special Committee of Chicopees board of directors was held. Luse Gorman reviewed with the Special Committee its purpose and responsibilities, including the boards determination that the full board would not pursue the possible transaction with Westfield unless such transaction was approved by the Special Committee. Representatives of Luse Gorman addressed the independence of the Special Committee and confirmed that the members of the committee were independent and did not have any special interests in or relationships with Westfield. At the meeting, representatives of Piper Jaffray distributed an analysis of the proposed transaction with Westfield and a summary of the negotiations between the two parties that had occurred up to that point. The Piper Jaffray analysis included information as to the strategic and financial rationale for the proposed transaction, pro forma analysis of the combined company and a valuation analysis of Chicopee. The Special Committee also addressed and considered the proposed resulting executive management team and other officers of the combined company, the composition of the resulting board and board leadership and the proposed severance payments to certain executives. The Special Committee reviewed the due diligence findings of the Chicopee management team and advisers and the projected cost savings and efficiencies that had been identified and agreed upon by the Chicopee and Westfield management teams. The Special Committee also considered and discussed the termination fees associated with the Chicopee vendor agreements, including the data processing contract termination fees and the ability to mitigate such fees. After review of these items, the Special Committee unanimously determined that the terms of the proposed Westfield transaction were in the best interest of Chicopee shareholders and that Chicopee management and its advisors should continue to pursue the transaction and finalize a definitive merger agreement for review by the full Chicopee board in lieu of pursuing other strategic alternatives.
In making its determination not to pursue other strategic alternatives, the Special Committee considered: (1) the value of the consideration that was offered in the letter of intent provided by Institution A in early 2015 of $18.50; (2) the strategic fit and financial advantages of the Westfield transaction, including that Chicopee shareholders would recognize 40% accretion to Chicopees estimated earnings per share in the first full year after completion of the transaction; (3) the increased operating scale provided by becoming one of the largest pro forma banking institutions in Hampden County and in the Springfield Metropolitan Statistical Area (MSA) by deposit market share; (4) that Chicopee shareholders would own approximately 41% of the outstanding shares in the combined company; (5) the stand-alone valuation of Chicopee relative to the value being paid in the proposed transaction; and (6) the prospect of other possible acquirors being interested in a combination with Chicopee on terms that would be economically attractive to Chicopee. The Special Committee discussed that a merger with Westfield would represent a unique strategic alliance offering the opportunity for the combined organization to realize significant efficiencies and improvements that could enable Chicopee shareholders to realize long-term benefits through their ownership interest in the combined entity. The Special Committee also discussed the likelihood that Westfield would terminate negotiations if it believed that Chicopee was soliciting other possible merger partners.
On March 8, 2016, the Chicopee board met to be updated on the Special Committees deliberations and determination to pursue the Westfield transaction and on the status of the Westfield transaction and negotiations and due diligence. At such meeting, the Chicopee board unanimously approved the determinations of the Special Committee and directed Chicopees management and advisors to pursue a strategic transaction with Westfield and not to solicit other interest in Chicopee.
On March 10, 2016, Hogan Lovells LLP, the legal counsel for Westfield, provided Luse Gorman with a draft of the merger agreement.
On March 14, 2016, representatives of Griffin informed representatives of Piper Jaffray that Westfield desired to use their current stock trading price for purposes of setting the exchange ratio, which would have resulted in an exchange ratio of 2.2675 at that time, comparatively lower than the exchange rate of 2.5445 that
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had been previously implied in Westfields preliminary offer of $20.00 per share by using the $7.86 stock price of Westfield on November 6, 2015. Negotiations regarding the proposed exchange ratio and the subsequent increase in the trading price of Westfields stock resulted in the parties preliminarily agreeing to adjust the proposed exchange ratio to 2.425, which was based on an agreed upon implicit value for Westfield common stock price of $8.25 per share.
Negotiations regarding the terms of the definitive merger agreement and further due diligence and cost savings analyses were conducted during the following two weeks. During this time, discussions among the parties continued regarding compensation matters given that Westfield required that all such compensation matters, including any release agreements, new employment agreements or consulting agreements, be resolved and agreed upon by all parties and affected executives before the merger agreement was executed. Westfield determined that it would like to retain certain executives of Chicopee in new or altered roles at the combined company that were of strategic importance, and therefore proposed to make change in control severance payments to such executives even though the executives would be continuing employment with the combined company. In particular, Westfield focused on Mr. Wagners importance to the success of the combined entity as a result of his relationships with customers and reputation in the communities Chicopee serves, Darlene Libiszewskis proposed new role filling a vacated information technology position, Guida Sadjaks proposed new role as Chief Risk Officer, and Cidalia Inacios importance in maintaining continuity for customers of Chicopees branches.
On March 24, 2016, the Chicopee board and Special Committee held a concurrent meeting regarding the proposed strategic transaction between Chicopee and Westfield. During the meeting, representatives of Piper Jaffray provided an update on the key items of the transaction that had changed since the March 4 Special Committee meeting due to further negotiations between the parties. Particularly, representatives of Piper Jaffray noted that Chicopee had requested a termination provision in the merger agreement, allowing Chicopee to terminate the transaction, subject to a Westfield option to offer more shares of its common stock, if Westfields stock price fell by 20% or more and by 20% or more relative to the NASDAQ Bank Index. Representatives of Piper Jaffray noted that, in addition to the five board seats that would be provided to Chicopee, four of Chicopees senior management members would remain with the combined institution in senior management capacities to fill, in large part, vacant or otherwise previously identified senior management needs. Representatives of Piper Jaffray further stated that the parties continued to agree on naming and branding matters related to the combined company and banking subsidiary. The Chicopee board and Special Committee also addressed the negotiations regarding the proposed exchange ratio and the rise in Westfields stock price over the past several weeks and the agreement in principle to an exchange ratio of 2.425 based on Westfields stock price at $8.25 per share, which would result in Chicopee shareholders owning 41% of the outstanding shares of the combined company. Chicopees senior management reported that assuming a 2.425 exchange ratio: (1) tangible book value per share dilution to the pro forma company would be approximately 6% at deal closing; (2) the tangible book value earnback period would be under five years using the crossover method; and (3) earnings per share accretion for the combined company in the first full year of operations, during which cost savings will be phased in, would be in the range of 14%-15% and over 40% accretive to Chicopees projected earnings per share. The terms of the draft merger agreement were also discussed with Luse Gorman highlighting material changes since it was last presented to the board and Special Committee, including the successful negotiation of a lower termination fee as compared to the fee proposed by Westfield. The Special Committee and board unanimously voted to continue with the proposed Westfield merger transaction and directed management and the advisors to finalize the merger agreement and any ancillary agreements.
On March 29, 2016, the board of directors of Westfield held its regularly scheduled meeting, during which representatives of Griffin reviewed financial analysis of the proposed transaction with Chicopee following the substantial completion of due diligence, representatives of Hogan Lovells reviewed in detail the terms of the draft merger agreement and ancillary documents. The terms of the draft merger agreement were discussed and the board of directors encouraged management to continue negotiations with Chicopee toward finalizing the documents.
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On April 4, 2016, a joint meeting of the Special Committee and the Chicopee board of directors was convened. Chicopees senior management and legal and financial advisors participated in the meeting. A copy of the merger agreement that had been negotiated to date, as well as certain ancillary documents, had been provided to the members of the board of directors on April 1, 2016. Representatives of Luse Gorman reviewed in detail the terms of the merger agreement and ancillary documents, including the: (1) voting agreements to be entered into by the directors and senior management; (2) settlement agreements and non-competition agreements to be entered into by certain of Chicopees senior management. Representatives of Luse Gorman also discussed the proposed resolutions that the board would be requested to approve. Representatives of Piper Jaffray made a presentation, a copy of which had been provided in advance to the directors, regarding the fairness of the proposed merger exchange ratio to Chicopee shareholders from a financial point of view and delivered its written opinion to the effect that, as of April 4, 2016 and subject to the limitations and qualifications set forth in the opinion, the merger exchange ratio of 2.425 was fair to Chicopee shareholders from a financial point of view.
Following these presentations and review and discussion among the Special Committee and the members of the Chicopee board of directors, including consideration of the factors described under Chicopees Reasons of the Merger the Special Committee and the Chicopee board of directors determined that the merger agreement and the transactions contemplated thereby were advisable and in the best interests of Chicopee and its shareholders and the Special Committee and the board of directors unanimously voted to approve the merger agreement and the transactions contemplated thereby and recommended that Chicopees shareholders approve the merger agreement.
Also on April 4, 2016, Westfields board of directors held a special meeting to review and consider the proposed transaction with Chicopee. Copies of the merger agreement and related materials were distributed to the members of the Westfield board of directors in advance of the meeting. At the meeting, members of Westfields senior executive management, together with representatives of Hogan Lovells and Griffin, discussed the outcome of negotiations with Chicopee and certain of its employees and updated the Westfield board of directors as to the changes to terms and conditions of the merger agreement and ancillary documents since the March 29, 2016 meeting of the Westfield board of directors. Representatives of Hogan Lovells also reviewed in detail the resolutions that the Westfield board of directors were being asked to approve. Representatives of Griffin made, and the Westfield board of directors considered, a presentation as to the fairness, from a financial point of view, to the shareholders of Westfield, of the exchange ratio. Griffin Financial concluded its presentation by giving its oral opinion, later confirmed in writing, that such exchange ratio, as defined in the merger agreement, is fair, from a financial point of view, to the shareholders of Westfield. After these presentations and further discussion, Westfields board of directors unanimously approved the merger agreement, authorized Westfields management to execute and deliver the merger agreement, and recommended that Westfields shareholders approve the merger agreement.
Following the completion of the Westfield and Chicopee board meetings, the merger agreement and ancillary documents were executed and delivered. Following the close of the market on April 4, 2016, Westfield and Chicopee issued a joint press release announcing the execution of the merger agreement.
Chicopees Reasons for the Merger
In the course of its evaluation of the merger and the merger agreement, the Chicopee board of directors and Special Committee held numerous meetings, consulted with its senior management as well as its legal counsel and financial advisor. In reaching their decision to approve the merger and the merger agreement and recommend the approval of the merger agreement by its shareholders, the Special Committee and Chicopee board of directors considered a number of factors, including, among others, the following, which are not presented in order of priority:
| that the merger would represent a strategic alliance of Westfield and Chicopee and that shareholders of each entity could realize the expected long-term benefits of such alliance (including, but not limited to, the future stock value and earnings per share of the combined corporation, the combined corporations financial strength and its consequent enhanced ability to invest in its existing businesses as well as develop new products and services, the cost savings to be realized through consolidation of operations, |
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the potential for cross-marketing services to customers of the combining companies, the opportunity to diversify earnings, the business synergies that might be realized, and the potential effect of the merger on the perception of the combined corporations businesses by the financial markets); |
| that the merger will result in the combined company being the largest, locally-based, independent banking institution headquartered in Hampden County, Massachusetts with one of the largest deposit market share in such county as well as the Springfield MSA; |
| Chicopee shareholders will own 41% of the outstanding shares in the pro forma entity; |
| on a pro forma basis the transaction is estimated to be over 40% accretive to Chicopees estimated earnings in the first full year after completion of the transaction; |
| the 100% tax-free nature of the merger consideration to be received by Chicopees shareholders (other than cash in lieu of fractional shares) and their ability to fully participate in the cost-saving benefits and efficiencies of the combined company; |
| the continued participation of Chicopees directors and management in the combined company, which enhances the likelihood that the expected benefits of the merger will be realized, in particular: |
| that five representatives from the Chicopee board of directors will become directors of Westfield following the closing of the merger; and |
| the continuing role of certain executive officers of Chicopee at the combined company. |
| that Westfield and Chicopee have highly complementary operations, including complementary lending platforms and personnel with Westfield having a larger commercial and industrial loan platform, which would mesh well with Chicopees larger small business lending and commercial real estate platforms; |
| that there is little branch and market presence overlap in the Springfield market area, which will provide both companies the ability to further penetrate the markets that are not being served by each respective company; |
| the Special Committees and Chicopee board of directors and managements knowledge of Chicopees business, operations, properties, assets, financial condition, operating results, historical market prices and prospects, and their understanding of Westfields business, operations, properties, assets, financial condition, operating results, historical market prices and prospects, including the information obtained through due diligence and several years of a working relationship resulting from both institutions operating in the same market area; |
| that the transaction is estimated to be approximately 14% accretive from an earnings per share perspective for the pro forma company in the first full year after completion; |
| the consideration offered by Westfield, which represents: 132% of Chicopees core tangible book value (which assumes a tangible equity to tangible assets ratio of 8%) and 34.2x of Chicopees trailing twelve-month earnings; |
| a review of the potential risks and prospects of Chicopee remaining independent, including the uncertainty regarding higher capital requirements and an increase in the cost of regulatory compliance as a consequence of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the regulations adopted pursuant to that Act, all of which would likely impede Chicopees ability to develop the scale necessary to achieve the premium to Chicopees trading price that Westfields offer price presented; |
| that Chicopee shareholders will receive registered shares of Westfield common stock pursuant to the merger and have improved stock liquidity after the completion of the merger; |
| the challenges facing Chicopees management to grow Chicopees franchise and enhance shareholder value given current market conditions, including increased operating costs resulting from regulatory and compliance mandates, continued pressure on net interest margin from the current interest rate environment and competition; |
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| the strong capital position of the combined company and the larger scale of the combined company; |
| the ability of Westfield to execute a merger transaction from a financial and regulatory perspective; |
| the April 4, 2016 financial presentation of Piper Jaffray (including the assumptions and methodologies underlying the analyses in connection therewith) and the written opinion of Piper Jaffray delivered to the Chicopee board of directors on April 4, 2016, a copy of which is attached to this joint proxy statement/prospectus as Annex B, to the effect that, as of April 4, 2016 and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken in preparing such opinion, the merger exchange ratio was fair, from a financial point of view, to the holders of Chicopee common stock, as more fully described under Opinion of Chicopee, Inc.s Financial Advisor; |
| the geographic fit and increased customer convenience of the expanded branch network of the combined institution; |
| the ability of Chicopee under the terms of the merger agreement to negotiate with third parties concerning certain unsolicited competing acquisition proposals if Chicopee were to receive such a proposal prior to the approval of the merger agreement by Chicopee shareholders, and to terminate the merger agreement upon the payment to Westfield of a termination fee of $4.0 million; |
| the ability of Chicopee under the terms of the merger agreement to terminate the merger if Westfields stock price declines by 20% from $8.42 and by 20% compared to the Nasdaq Bank Index, as determined and calculated under the terms of the merger agreement, subject to Westfields option to increase the exchange ratio; and |
| the efforts made to negotiate a merger agreement favorable to Chicopee and its shareholders and the terms and conditions of the merger agreement, including the termination fees and circumstances under which such fees are payable to Chicopee. |
The Chicopee board of directors also weighed the factors described above against certain factors and potential risks associated with entering into the merger agreement, including, among others, the following:
| that the exchange ratio is fixed, which means that Chicopee shareholders could be adversely affected by a decrease in the trading price of Westfield common stock following the signing of the merger agreement; |
| the possibility of costs and delays resulting from seeking the regulatory approvals necessary to complete the transactions contemplated by the merger agreement, the possibility that the merger may not be completed if such approvals are not obtained, and the potential negative impacts on Chicopee, its business and the price of Chicopee common stock if such approvals are not obtained; |
| that the integration of Chicopee and Westfield may be complex and time consuming and may require substantial resources and effort, and the risk that if the banks are not successfully integrated, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected; |
| the possibility that the anticipated strategic and other benefits to Chicopee and the combined bank following the completion of the merger, including the expected synergies, will not be realized or will take longer to realize than expected; |
| the potential for diversion of management and employee attention and for increased employee attrition during the period prior to the completion of the merger, and the potential effect of the merger on Chicopees customers and business relationships; |
| the restrictions on the conduct of Chicopees business prior to the completion of the merger, requiring Chicopee to conduct its business only in the ordinary course, subject to specific limitations, which could delay or prevent Chicopee from undertaking business opportunities that may arise pending completion of the merger and could negatively impact Chicopees customers and business relationships; |
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| that the merger agreement contains certain restrictions on the ability of Chicopee to solicit proposals for alternative transactions or engage in discussions regarding such proposals, including the requirement for Chicopee to pay Westfield a termination fee of up to $4.0 million in certain circumstances; |
| the transaction costs to be incurred by Chicopee in connection with the merger; |
| the interests of Chicopees directors and executive officers in the merger described in Interests of Chicopees Directors and Executive Officers in the Merger; and |
| the various other applicable risks associated with Chicopee, Westfield and the merger, including the risks described in Information Regarding Forward-Looking Statements and Risk Factors. |
In considering the recommendation of the Chicopee board of directors with respect to the proposal to approve the merger agreement, you should be aware that certain of Chicopees directors and executive officers may have interests in the merger that are different from yours. The Chicopee board of directors was aware of and considered these interests, among other matters, in evaluating the merger agreement and the transactions contemplated by the merger agreement and in recommending that the merger agreement be approved by the Chicopee shareholders. See Interests of Chicopees Directors and Executive Officers in the Merger.
The foregoing discussion of the information and factors considered by the Chicopee board of directors in reaching its conclusions and recommendations is not intended to be exhaustive, but includes the material factors considered by the Chicopee board of directors. In view of the wide variety of factors considered in connection with its evaluation of the merger agreement and the transactions contemplated by the merger agreement, and the complexity of these matters, the Chicopee board of directors did not find it practicable to, and did not attempt to, quantify, rank or otherwise assign any relative or specific weights to the various specific factors considered in reaching its determination and making its recommendation. The Chicopee board of directors considered all of the foregoing factors as a whole and based its recommendation on the totality of the information presented.
Recommendation of the Chicopee Board of Directors
The Chicopee board of directors has unanimously approved the merger agreement and recommends that Chicopee shareholders vote FOR approval of the merger agreement and the transactions contemplated thereby.
Opinion of Piper Jaffray, Financial Advisor to Chicopee
Pursuant to an engagement letter dated February 4, 2016, the Chicopee board of directors engaged Piper Jaffray as financial advisor to Chicopee in connection with the merger with Westfield. Piper Jaffray is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger and is familiar with Chicopee and its business. As part of its investment banking business, Piper Jaffray is routinely engaged in the valuation of financial services companies and their securities in connection with mergers and acquisitions. The Piper Jaffray written opinion, dated April 4, 2016, is sometimes referred to in this section as the Piper Jaffray opinion.
Piper Jaffray acted as financial advisor to Chicopee in connection with the proposed transaction and participated in certain of the negotiations leading to the execution of the merger agreement. At the meeting of the board of directors of Chicopee held on April 4, 2016, Piper Jaffray delivered to the board of directors its oral opinion, followed by delivery of its written opinion, that, as of such date, and based upon and subject to the various factors, assumptions and limitations set forth in its opinion, the exchange ratio offered in the merger was fair, from a financial point of view, to the holders of Chicopee common stock.
The full text of Piper Jaffrays written opinion dated April 4, 2016, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex B to this joint proxy
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statement/prospectus and is incorporated herein by reference. Piper Jaffrays opinion speaks only as of the date of the opinion. You are urged to read the opinion carefully and in its entirety. Piper Jaffrays opinion was addressed to, and provided for the information and benefit of, the Chicopee board of directors (in its capacity as such) in connection with its evaluation of the fairness of the merger exchange ratio from a financial point of view, and did not address any other aspect or implication of the merger. The opinion does not constitute a recommendation to the Chicopee board of directors or to any other person in respect of the merger, including as to how any holder of Chicopee common stock should vote at any stockholders meeting held in connection with the merger or as to any other action a holder of Chicopee common stock may or may not take in respect of the merger. Piper Jaffrays opinion does not address the relative merits of the merger as compared to any other business or financial strategies that might be available to Chicopee, nor does it address the underlying business decision of Chicopee to engage in the merger. The issuance of the Piper Jaffray opinion was approved by a fairness opinion committee of Piper Jaffray. The summary of the opinion of Piper Jaffray set forth below is qualified in its entirety by reference to the full text of the opinion attached as Annex B to this joint proxy statement/prospectus. Piper Jaffray has consented to the inclusion of this summary of its opinion in this joint proxy statement/prospectus.
In rendering its opinion, Piper Jaffray reviewed, among other things:
| a draft of the merger agreement dated as of April 1, 2016; |
| certain financial and other data with respect to Chicopee and Westfield, which was publicly available or made available to us by Chicopee or Westfield; |
| certain forward-looking information relating to Westfield that was publicly available, as well as that was furnished to us by Chicopee or Westfield, including internally prepared forecasts of Chicopees and Westfields expected operating results on a stand-alone basis; |
| materials detailing the merger prepared by Chicopee, Westfield and by their respective legal and accounting advisors including the estimated amount and timing of the cost savings and related expenses and purchase accounting adjustments expected to result from the merger (which are collectively referred to in this section as the Synergies); |
| discussions with members of senior management and representatives of Chicopee and Westfield concerning the matters described in the previous four bullets, as well as their respective businesses and prospects before and after giving effect to the Merger and the Synergies; |
| current and historical reported prices and trading activity of Chicopee and Westfield and similar information for certain other publicly traded companies deemed by us to be comparable to Chicopee and Westfield; |
| the financial performance of Chicopee and Westfield with that of certain other publicly traded companies that Piper Jaffray deemed relevant; |
| certain financial analyses for Chicopee and Westfield on a pro forma combined basis giving effect to the merger based on assumptions relating to the Synergies; |
| relative financial contribution percentages of Chicopee and Westfield to the surviving corporation on a pro forma basis; |
| the relative ownership percentages of shareholders of Chicopee on a pro forma basis following the closing of the merger; |
| the merger consideration relative to Chicopees tangible book value, tangible book value adjusted for excess capital (capital greater than 8%), core deposits (deposits less all jumbo time deposits and brokered deposits) and last twelve months earnings as of December 31, 2015; |
| the current market environment generally and the community banking environment in particular; |
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| the financial terms of certain business combination transactions in the banking industry that Piper Jaffray deemed relevant; and |
| such other analyses, examinations and inquiries, and such other financial, economic and market criteria, as Piper Jaffray deemed necessary in arriving at its opinion. |
Piper Jaffray also held several discussions with certain members of senior management and representatives of both Chicopee and Westfield with respect to certain aspects of the merger, and the past and current business operations of Chicopee and Westfield, the financial condition and future prospects and operations of Chicopee and Westfield, the effects of the merger on the financial condition and future prospects of Westfield, and certain other matters Piper Jaffray believed necessary or appropriate to its inquiry.
In arriving at its opinion, Piper Jaffray relied upon and assumed, without assuming liability or responsibility for independent verification, the accuracy and completeness of all information that was publicly available or was furnished, or otherwise made available to, or discussed with or reviewed by Piper Jaffray. Piper Jaffray further relied upon the assurances of the management of Chicopee and Westfield that the financial information provided was prepared on a reasonable basis in accordance with industry practice, and that they are not aware of any information or facts that would make any information provided to Piper Jaffray materially incomplete or misleading. Without limiting the generality of the foregoing, Piper Jaffray assumed that with respect to financial forecasts, estimates and other forward-looking information (including the Synergies) reviewed by Piper Jaffray, that such information was reasonably prepared based on assumptions reflecting the best currently available estimates and judgments of the management of Chicopee and Westfield as to the expected future results of operations and financial condition of Chicopee and Westfield, respectively, to which such financial forecasts, estimates and other forward-looking information (including the Synergies) relate and Piper Jaffray assumed that such results would be achieved. Piper Jaffray expressed no opinion as to any such financial forecasts, estimates or forward-looking information (including the Synergies) or the assumptions on which they were based. Piper Jaffray further assumed that the merger will qualify as a tax-free reorganization for United States federal income tax purposes. Piper Jaffray also expressed no opinion as to any of the legal, accounting and tax matters relating to the merger and any other transactions contemplated in connection therewith.
In arriving at its opinion, Piper Jaffray assumed that the executed merger agreement would be in all material respects identical to the last draft reviewed by it. Piper Jaffray relied upon and assumed, without independent verification, that:
| the representations and warranties of all parties to the merger agreement and all other related documents and instruments that are referred to therein are true and correct; |
| each party to such agreement will fully and timely perform all of the covenants and agreements required to be performed by such party; |
| the merger will be consummated pursuant to the terms of the merger agreement without any amendment thereto; and |
| all conditions to the consummation of the merger will be satisfied without waiver by any party of any conditions or obligations thereunder. |
Additionally, Piper Jaffray assumed that all the necessary regulatory approvals and consents required for the merger will be obtained in a manner that will not adversely affect Chicopee and Westfield or the contemplated benefits of the merger.
For purposes of rendering its opinion, Piper Jaffray did not perform any appraisals or valuations of any specific assets or liabilities (fixed, contingent, derivative, off-balance sheet, or other) of Chicopee or Westfield, and did not evaluate the solvency of Chicopee or Westfield under any state or federal law relating to bankruptcy, insolvency or similar matters. Accordingly, Piper Jaffray expressed no opinion regarding the liquidation value of Chicopee, Westfield or any other entity. Piper Jaffray assumed that there was no material change in the respective assets, financial condition, results of operations, business or prospects of Chicopee or Westfield since
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the date of the most recent financial data made available to Piper Jaffray. Piper Jaffray also assumed in all respects material to its analysis that Chicopee and Westfield would remain as a going concern for all periods relevant to its analysis. Without limiting the generality of the foregoing, Piper Jaffray did not conduct a review of:
| any individual credit files of Chicopee or Westfield, or the adequacy of the loan or lease reserves of Chicopee or Westfield; |
| any credit mark that may be taken in connection with the merger, or the adequacy of any contemplated credit mark to be so taken; or |
| the collectability of any asset or the future performance of any loan of Chicopee or Westfield. |
Piper Jaffray also assumed, with Chicopees consent, that the respective allowances for loan and lease losses for both Chicopee and Westfield, and the credit mark are adequate to cover any losses and will be adequate on a pro forma basis for the combined company. Accordingly, Piper Jaffray expressed no opinion with respect to these matters.
In addition, Piper Jaffray did not make any independent analysis of any pending or threatened litigation, regulatory action, possible unasserted claims or other contingent liabilities to which Chicopee or Westfield is a party or may be subject, and at the direction of Chicopee and with its consent, Piper Jaffrays opinion makes no assumption concerning, and therefore does not consider, the possible assertion of claims, outcomes or damages arising out of any such matters. Piper Jaffray also assumed that neither Chicopee nor Westfield is party to any material pending transaction, including without limitation any financing, recapitalization, acquisition or merger, divestiture or spin-off, other than the merger and the merger of the principal banking subsidiaries of Chicopee and Westfield contemplated by the merger agreement.
The Piper Jaffray opinion is necessarily based on economic, market and other conditions and upon the information made available to Piper Jaffray and facts and circumstances as they existed and were subject to evaluation as of the date of the Piper Jaffray opinion. It should be understood that events occurring after the date of the Piper Jaffray opinion could materially affect the assumptions used in preparing the Piper Jaffray opinion. Further, Piper Jaffray expressed no opinion as to the price at which shares of the common stock of Chicopee or Westfield may trade following announcement of the merger or at any future time.
The Piper Jaffray opinion addresses solely the fairness, from a financial point of view, to holders of Chicopee common stock of the proposed merger exchange ratio set forth in the merger agreement and does not address any other terms or agreement relating to the merger or any other terms of the agreement. Piper Jaffray was not requested to opine as to, and the Piper Jaffray opinion does not address, the basic business decision to proceed with or effect the merger, the merits of the merger relative to any alternative transaction or business strategy that may be available to Chicopee, any other term contemplated by the merger agreement or the fairness of the merger to any other class of securities, creditor or other constituency of Chicopee. Furthermore, Piper Jaffray expressed no opinion with respect to the amount or nature of compensation to any officer, director or employee of any party to the merger, or any class of such persons, relative to the merger consideration to be received by holders of Chicopee common stock in the merger or with respect to the fairness of any such compensation, including whether such payments are reasonable in the context of the merger.
The internal Chicopee and Westfield earnings and balance sheet projections furnished to Piper Jaffray and used by it in certain of its analyses were prepared by Chicopees management team (the Chicopee Projections) and Westfields management team (the Westfield Projections). Chicopee and Westfield do not publicly disclose internal management projections of the type provided to Piper Jaffray in connection with its review of the merger. As a result, such projections were not prepared with an expectation of public disclosure. The Chicopee Projections and Westfield Projections were based on numerous variables and assumptions, which are inherently uncertain, including, without limitation, factors related to general economic and competitive conditions. Accordingly, actual results could vary significantly from those set forth in the Chicopee Projections and Westfield Projections. The Chicopee Projections are summarized below under Prospective Financial
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Information Regarding Chicopee and the Westfield Projections are summarized below under Prospective Financial Information Regarding Westfield.
In performing its analyses, Piper Jaffray made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of Piper Jaffray, Chicopee and Westfield. Any of the estimates contained in the analyses performed by Piper Jaffray are not necessarily indicative of actual values or future results, which may be more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, the Piper Jaffray opinion was among several factors taken into consideration by the Chicopee board in making its determination to approve the merger agreement. The type and amount of consideration payable in the merger were determined through negotiation between Chicopee and Westfield, and the decision to enter into the merger agreement was solely that of the Chicopee board.
Piper Jaffrays opinion was necessarily based upon conditions as they existed and could be evaluated on April 4, 2016, the date of such opinion, and the information made available to Piper Jaffray through such date. Developments subsequent to the date of Piper Jaffrays opinion may have affected, and may affect, the conclusion reached in Piper Jaffrays opinion, and Piper Jaffray did not and does not have an obligation to update, revise or reaffirm its opinion.
The following is a summary of the material financial analyses performed and presented by Piper Jaffray to the Chicopee board of directors on April 4, 2016 in connection with Piper Jaffrays fairness opinion. The following summary, however, does not purport to be a complete description of all the analyses performed and reviewed by Piper Jaffray underlying the Piper Jaffray opinion or the presentation made by Piper Jaffray to the Chicopee board on April 4, 2016, but summarizes the material analyses performed and presented in connection with such opinion. The preparation of a fairness opinion is a complex analytic process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. A fairness opinion is thus not susceptible to partial analysis or summary description. In arriving at its opinion, Piper Jaffray did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor.
The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. Accordingly, Piper Jaffray believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a potentially misleading or incomplete view of the process underlying its analyses and Piper Jaffrays opinion. Also, no company or transaction used in Piper Jaffrays analysis for purposes of comparison is identical to Chicopee and Westfield or the merger. Accordingly, an analysis of the results of the comparisons is not mathematical; rather, it involves complex considerations and judgments about differences in the companies and transactions to which Chicopee and Westfield and the merger were compared and other factors that could affect the public trading value or transaction value of the companies to which they are being compared. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before April 1, 2016, and is not necessarily indicative of current market conditions.
Summary of Proposal:
Pursuant to the terms of the merger agreement, at the effective time of the merger, each share of Chicopee common stock, no par value, will be converted into the right to receive 2.4250 shares of Westfield common
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stock, par value $0.01. Based on Westfields closing price on April 1, 2016 of $8.46, the merger consideration was equivalent to a price of $20.52 per share of Chicopee common stock at that date. Based on this deemed value per share to Chicopee shareholders and based on an aggregate of 5,210,739 shares of Chicopee common stock outstanding and 646,098 options and warrants outstanding with a weighted average exercise price of $14.55 per share, the aggregate merger consideration to holders of Chicopee common stock, options and warrants was approximately $110.8 million on April 1, 2016.
Selected Publicly Traded Companies Analyses:
Using publicly available information, Piper Jaffray compared the financial performance, financial condition, and market performance of Chicopee to twelve selected publicly traded bank and thrift holding companies headquartered in New England that report GAAP financials with total assets between $200 million and $1.0 billion, a last twelve months return on average assets less than 0.75%, and excluding merger targets, mutual holding companies (MHCs), and mutuals that converted in 2016. The companies included in this group were:
Company |
Ticker | State | ||||||
Northway Financial, Inc. |
NWYF | NH | ||||||
Katahdin Bankshares Corporation |
KTHN | ME | ||||||
Patriot National Bancorp, Inc. |
PNBK | CT | ||||||
Wellesley Bancorp, Inc. |
WEBK | MA | ||||||
Coastway Bancorp, Inc. |
CWAY | RI | ||||||
SBT Bancorp, Inc. |
SBTB | CT | ||||||
Guaranty Bancorp, Inc. |
GUAA | NH | ||||||
Georgetown Bancorp, Inc. |
GTWN | MA | ||||||
First Colebrook Bancorp, Inc. |
FCNH | NH | ||||||
Peoples Trust Company of St. Albans |
PPAL | VT | ||||||
Melrose Bancorp, Inc. |
MELR | MA | ||||||
Pilgrim Bancshares, Inc. |
PLRM | MA |
Using publicly available information, Piper Jaffray compared the financial performance, financial condition, and market performance of Westfield to seven selected publicly traded bank and thrift holding companies headquartered in New England with total assets between $900 million and $2.2 billion, a last twelve months return on average assets less than 0.75%, and excluding merger targets, MHCs and mutual that converted in 2016. The companies included in this group were:
Company |
Ticker | State | ||||||
Blue Hills Bancorp, Inc. |
BHBK | MA | ||||||
Merchants Bancshares, Inc. |
MBVT | VT | ||||||
BSB Bancorp, Inc. |
BLMT | MA | ||||||
Lake Sunapee Bank Group |
LSBG | NH | ||||||
SI Financial Group, Inc. |
SIFI | CT | ||||||
Bankwell Financial Group, Inc. |
BWFG | CT | ||||||
Northway Financial, Inc. |
NWYF | NH |
To perform this analysis, Piper Jaffray used financial information as of the period ended December 31, 2015 (or as of the most recently available quarter). Market price information was as of April 1, 2016.
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Piper Jaffrays analysis showed the following concerning the selected public companies for Chicopees market performance:
CBNK | CBNK Group 25th Percentile |
CBNK Group Median |
CBNK Group 75th Percentile |
|||||||||||||
Stock Price / Tangible Book Value per Share |
103.4 | % | 79.3 | % | 86.4 | % | 90.7 | % | ||||||||
Stock Price / Core Tangible Book Value per Share(1) |
105.5 | % | 79.3 | % | 86.4 | % | 90.7 | % | ||||||||
Core Deposit Premium |
0.7 | % | (3.1 | %) | (2.4 | %) | (1.5 | %) | ||||||||
Stock Price / Last Twelve Months EPS |
29.5 | x | 9.8 | x | 14.9 | x | 16.8 | x |
(1) | Calculated to represent the premium to core tangible book, assumed to be 8% of tangible common equity, and excess capital matched dollar for dollar |
Piper Jaffrays analysis showed the following concerning the selected public companies for Westfields market performance:
WFD | WFD Group 25th Percentile |
WFD Group Median |
WFD Group 75th Percentile |
|||||||||||||
Stock Price / Tangible Book Value per Share |
110.8 | % | 107.6 | % | 127.4 | % | 138.3 | % | ||||||||
Stock Price / Core Tangible Book Value per Share(1) |
114.1 | % | 109.3 | % | 131.8 | % | 138.3 | % | ||||||||
Core Deposit Premium |
1.9 | % | 1.4 | % | 3.0 | % | 4.0 | % | ||||||||
Stock Price / Last Twelve Months EPS |
25.6 | x | 13.4 | x | 15.6 | x | 25.5 | x |
(1) | Calculated to represent the premium to core tangible book, assumed to be 8% of tangible common equity, and excess capital matched dollar for dollar |
Dividend Discount Analyses:
Piper Jaffray performed a dividend discount analysis to estimate a range of the present values of after-tax cash flows that Chicopee could provide to equity holders through 2020 on a stand-alone basis. In performing this analysis, Piper Jaffray used Chicopee Projections for 2016 through 2021. The analysis assumed discount rates ranging from 12.4% to 14.4%, which were assumed deviations, both up and down, as selected by Piper Jaffray based on the Chicopee discount rate of 13.4% as determined by Piper Jaffray. The range of values for the dividend discount analysis was determined by adding (1) the present value of projected cash flows to Chicopees stockholders from 2016 to 2020 and (2) the present value of the terminal value at 2020 of Chicopees common stock utilizing 2021 earnings projections. In determining cash flows available to Chicopee stockholders, Piper Jaffray assumed that Chicopee would maintain a tangible common equity to tangible asset ratio of 8% and would retain sufficient earnings to maintain these levels. Any earnings in excess of what would need to be retained were assumed to be distributed as dividends to Chicopee stockholders. In calculating the terminal value of Chicopee, Piper Jaffray applied terminal multiples ranging from 13.0 times to 15.0 times 2021 estimated earnings. These multiples were selected based on a review of trading multiples of selected public bank and thrift holding companies headquartered in New England with total assets between $400 million and $2.5 billion and excluding former mutual organizations that converted in 2016. This analysis resulted in a range of values of Chicopee from $14.85 to $16.91 per share.
Piper Jaffray also performed a dividend discount analysis to estimate a range of the present values of after-tax cash flows that Westfield could provide to equity holders through 2020 on a stand-alone basis and on a pro forma basis giving effect to the merger. In performing this analysis, Piper Jaffray used Westfield Projections from 2016 through 2021. The analysis assumed discount rates ranging from 10.4% to 12.4%, which were assumed deviations, both up and down, as selected by Piper Jaffray based on the Westfield discount rate of 11.4% as determined by Piper Jaffray. The range of values for the dividend discount analysis was determined by adding (1) the present value of projected cash flows to Westfields stockholders from 2016 to 2020 and (2) the
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present value of the terminal value at 2020 of Westfields common stock utilizing 2021 earnings projections. In determining cash flows available to stockholders, Piper Jaffray assumed that Westfield would maintain a tangible common equity to tangible asset ratio of 8% and would retain sufficient earnings to maintain these levels. Any earnings in excess of what would need to be retained were assumed to be distributed as dividends to Westfield stockholders. In calculating the terminal value of Westfield, Piper Jaffray applied terminal multiples ranging from 13.0 times to 15.0 times 2021 estimated earnings. These multiples were selected based on a review of trading multiples of selected public bank and thrift bank holding companies headquartered in New England with total assets between $400 million and $2.5 billion and excluding former mutual organizations that converted in 2016. This resulted in a range of values of Westfield on a stand-alone basis from $7.45 to $8.79 per share and on a pro forma basis from $7.89 to $9.30 per share.
Piper Jaffray stated that the dividend discount present value analysis is a widely used valuation methodology but noted that it relies on numerous assumptions, including asset and earnings growth rates, terminal values and discount rates. The analysis did not purport to be indicative of the actual values or expected values of Chicopee and Westfield.
Relative Value Analyses:
Piper Jaffray performed the following implied exchange analyses to compare the merger exchange ratio of 2.4250x:
| Historical stock market exchange ratio analysis; |
| Relative contribution analysis; |
| Exchange ratio based on selected publicly traded companies valuation analysis; and |
| Exchange ratio based on discounted dividend analysis. |
Historical Stock Market Exchange Ratio Analysis:
Piper Jaffray performed an implied exchange ratio analysis by comparing the historical relationship between the publicly reported trading prices of Chicopee and Westfield common stock. The following table lists what the implied exchange ratio would have been, based on average stock prices over the periods shown, and compares the percentage difference to the merger exchange ratio of 2.4250x.
Chicopee / Westfield Implied Exchange Ratio |
2.4250x Merger Exchange Ratio Premium/(Discount) to Implied Exchange Ratio |
|||||||
Current Price (4/1/2016) |
2.0934x | 15.8 | % | |||||
10 Trading Day Average |
2.0864x | 16.2 | % | |||||
30 Trading Day Average |
2.1173x | 14.5 | % | |||||
60 Trading Day Average |
2.1734x | 11.6 | % | |||||
90 Trading Day Average |
2.1574x | 12.4 | % | |||||
250 Trading Day Average |
2.1724x | 11.6 | % |
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Relative Contribution Analysis:
Piper Jaffray analyzed the relative contribution of Chicopee and Westfield to the pro forma market capitalization, balance sheet and income statement items of the combined entity, including pro forma market capitalization, assets, loans, deposits, tangible common equity, 2015 full year net income and management estimated 2016 net income. This analysis excluded all acquisition accounting adjustments and was based on the closing prices of Chicopee and Westfield common stock on April 1, 2016 of $17.71 and $8.46, respectively. Piper Jaffray calculated the implied exchange ratio under the various contribution percentages and compared the percentage difference to the merger exchange ratio of 2.4250x.
Contribution | ||||||||||||||||
WFD | CBNK | Implied Exchange Ratio |
2.4250x Merger Exchange Ratio Premium/(Discount) to Implied Exchange Ratio |
|||||||||||||
Market Capitalization |
62.6 | % | 37.4 | % | 2.0934x | 15.8 | % | |||||||||
Total Assets |
66.4 | % | 33.6 | % | 1.7754x | 36.6 | % | |||||||||
Total Loans |
58.2 | % | 41.8 | % | 2.5133x | (3.5 | %) | |||||||||
Total Deposits |
64.0 | % | 36.0 | % | 1.9746x | 22.8 | % | |||||||||
Tangible Common Equity |
61.0 | % | 39.0 | % | 2.2441x | 8.1 | % | |||||||||
2015 Reported Net Income |
65.6 | % | 34.4 | % | 1.8397x | 31.8 | % | |||||||||
Mgmt. Estimated 2016 Net Income |
62.6 | % | 37.4 | % | 2.0942x | 15.8 | % | |||||||||
Pro Forma Ownership (2.4250x) |
58.7 | % | 41.3 | % |
Exchange Ratio Based on Selected Publicly Traded Companies Valuation Analysis:
Based upon the implied valuations for each of Chicopee and Westfield in the stand-alone publicly traded companies analyses described previously, Piper Jaffray calculated a range of implied exchange ratios of a share of Westfield common stock to a share of Chicopee common stock using the same peer trading statistics shown previously, including stock price/ tangible book value, stock price/ core tangible book value, core deposit premium and stock price/ last twelve months earnings per share. Based on the imputed valuations for each of Chicopee and Westfield from these trading statistics in their respective peer groups, Piper Jaffray calculated a range of implied exchange ratios of a share of Westfield common stock to a share of Chicopee common stock using the methods outlined below:
| Dividing the median implied equity value of Chicopee by the median implied equity value of Westfield; |
| Dividing the implied equity value of Chicopee derived by applying the trading statistics in the column labeled CBNK Group 25th Percentile by the implied equity value of Westfield derived by applying the trading statistics in the column labeled WFD Group 75th Percentile; and |
| Dividing the implied equity value of Chicopee derived by applying the trading statistics in the column labeled CBNK Group 75th Percentile by the implied equity value of Westfield derived by applying the trading statistics in the column labeled WFD Group 25th Percentile. |
The following table lists the implied exchange ratio these analyses indicated and compares the percentage difference to the merger exchange ratio of 2.4250x.
Implied Exchange Ratio | 2.4250x Merger Exchange Ratio Premium/ (Discount) to Implied Exchange Ratio |
|||||||||||||||||||||||
CBNK 25th/ WFD 75th |
CBNK Median/ WFD Median |
CBNK 75th/ WFD 25th |
CBNK 25th/ WFD 75th |
CBNK Median/ WFD Median |
CBNK 75th/ WFD 25th |
|||||||||||||||||||
Price/ Tangible Book Value |
1.2868x | 1.5231x | 1.8929x | 88.4 | % | 59.2 | % | 28.1 | % | |||||||||||||||
Price/ Core Tangible Book Value (8%) |
1.3748x | 1.5586x | 1.9007x | 76.4 | % | 55.6 | % | 27.6 | % | |||||||||||||||
Core Deposit Premium |
1.5686x | 1.7066x | 1.9328x | 54.6 | % | 42.1 | % | 25.5 | % | |||||||||||||||
Price/ Last Twelve Months EPS |
0.6994 | 1.7396x | 2.2797x | 246.7 | % | 39.4 | % | 6.4 | % |
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Exchange Ratio Based on Discounted Dividend Analysis:
Based upon the implied valuations for each of Chicopee and Westfield, pursuant to the stand-alone dividend discount analyses described previously, Piper Jaffray calculated a range of implied exchange ratios of a share of Westfield common stock to a share of Chicopee common stock using the methods outlined below:
| Dividing the median implied equity value of Chicopee by the median implied equity value of Westfield; |
| Dividing the low end of implied equity value of Chicopee by the high end of implied equity value of Westfield; and |
| Dividing the high end of implied equity value of Chicopee by the low end of implied equity value of Westfield. |
The following table lists the implied exchange ratio these analyses indicated and compares the percentage difference to the merger exchange ratio of 2.4250x.
Implied Exchange Ratio |
2.4250x Merger Exchange Ratio Premium/(Discount) to Implied Exchange Ratio |
|||||||
Chicopee High End Equity Value Per Share / Westfield Low End Equity Value Per Share |
2.2709x | 6.8 | % | |||||
Chicopee Median Equity Value Per Share / Westfield Median Equity Value Per Share |
1.9576x | 23.9 | % | |||||
Chicopee Low End Equity Value Per Share / Westfield High End Equity Value Per Share |
1.6898x | 43.5 | % |
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Comparable Transaction Analysis:
Piper Jaffray reviewed certain publicly available information related to thirty-two selected acquisitions, announced after January 1, 2013, of banks and bank holding companies as well as thrifts and thrift holding companies with headquarters in New England and the Mid-Atlantic, where deal value was available, the buyer was a bank or bank holding company or a thrift or thrift holding company, and the seller had total assets between $200 million and $1.0 billion, a last twelve months return on average assets less than 0.75%, and was not a mutual holding company. The transactions included in the group were:
Acquiror |
Acquiree | |
Independent Bank Corp. |
New England Bancorp, Inc. | |
Norwood Financial Corp. |
Delaware Bancshares, Inc. | |
Lakeland Bancorp, Inc. |
Harmony Bank | |
Bay Bancorp, Inc. |
Hopkins Bancorp, Inc. | |
WSFS Financial Corporation |
Penn Liberty Financial Corp. | |
Beneficial Bancorp, Inc. |
Conestoga Bank | |
Revere Bank |
BlueRidge Bank | |
Northfield Bancorp, Inc. |
Hopewell Valley Community Bank | |
Lakeland Bancorp, Inc. |
Pascack Bancorp, Inc. | |
Citizens Financial Services, Inc. |
First National Bank of Fredericksburg | |
Liberty Bank |
Naugatuck Valley Financial Corporation | |
Camden National Corporation |
SBM Financial, Inc. | |
WSFS Financial Corporation |
Alliance Bancorp, Inc. of Pennsylvania | |
Community Bank System, Inc. |
Oneida Financial Corp. | |
Bridge Bancorp, Inc. |
Community National Bank | |
ESB Bancorp MHC |
Citizens National Bancorp, Inc. | |
Berkshire Hills Bancorp, Inc. |
Hampden Bancorp, Inc. | |
Putnam County Savings Bank |
CMS Bancorp, Inc. | |
Cape Bancorp, Inc. |
Colonial Financial Services, Inc. | |
Independent Bank Corp. |
Peoples Federal Bancshares, Inc. | |
Bryn Mawr Bank Corporation |
Continental Bank Holdings, Inc. | |
Institution for Savings in Newburyport and Its Vicinity |
Rockport National Bancorp, Inc. | |
CB Financial Services, Inc. |
FedFirst Financial Corporation | |
F.N.B. Corporation |
OBA Financial Services, Inc. | |
Provident Financial Services, Inc. |
Team Capital Bank | |
Mascoma Mutual Financial Services Corporation |
Connecticut River Bancorp, Inc. | |
ESSA Bancorp, Inc. |
Franklin Security Bancorp, Inc. | |
Bridge Bancorp, Inc. |
FNBNY Bancorp, Inc. | |
1st Constitution Bancorp |
Rumson-Fair Haven Bank & Trust Co. | |
F.N.B. Corporation |
BCSB Bancorp, Inc. | |
Independent Bank Corp. |
Mayflower Bancorp, Inc. | |
SI Financial Group, Inc. |
Newport Bancorp, Inc. |
Transaction multiples for the merger were derived from an offer price of $20.52 per share for Chicopee based on Westfields April 1, 2016 closing price of $8.46. For each precedent transaction, Piper Jaffray derived and compared, among other things, the price per common share paid for the acquired company to:
| Tangible book value per share of the acquired company based on the latest financial statements of the company available prior to the announcement of the acquisition; |
| Core tangible book value per share (defined as 8% tangible common equity / tangible assets) of the acquired company based on the latest financial statements of the company available prior to the announcement of the acquisition; |
| Tangible equity premium to core deposits (total deposits less jumbo time deposits and brokered deposits) based on the financial statements of the company available prior to the announcement of the acquisition; and |
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| The last twelve months earnings per share based on the financial statements of the company available prior to the announcement of the acquisition. |
The results of the analysis are set forth in the following table:
Transaction Price to: |
WFD / CBNK Merger |
Comparable Transactions 25th Percentile |
Comparable Transactions Median |
Comparable Transactions 75th Percentile |
||||||||||||
Tangible Book Value |
119.7 | % | 119.9 | % | 131.6 | % | 157.9 | % | ||||||||
Core Tangible Book Value |
132.5 | % | 124.5 | % | 141.9 | % | 175.5 | % | ||||||||
Core Deposit Premium |
4.3 | % | 2.6 | % | 5.0 | % | 8.8 | % | ||||||||
Last Twelve Months EPS |
34.2 | x | 24.7 | x | 30.0 | x | 37.5 | x |
Financial Impact Analysis:
Piper Jaffray performed pro forma merger analyses that combined projected income statement and balance sheet information of Chicopee and Westfield. Assumptions regarding the accounting treatment, acquisition adjustments and cost savings were used to calculate the financial impact that the merger would have on certain projected financial results of Westfield. In the course of this analysis, Piper Jaffray used earnings estimates for Chicopee for 2016 through 2021 (including assumed cost savings) as provided by Westfields management and for Westfield used earnings estimates for 2016 through 2021 as provided by Westfields management. This analysis indicated that the merger is expected to be accretive to Westfields and Chicopees estimated fully-diluted earnings per share in 2017 (the first full year of pro forma merger operation) by approximately 15% to Westfield and by approximately 40% to Chicopee. The analysis also indicated that the merger is expected to be approximately 6% dilutive to tangible book value per share for Westfield with an earnback of under 5 years. Additionally, Westfield is estimated to maintain well-capitalized capital ratios. For all of the above analyses, the actual results achieved by Westfield following the merger will vary from the projected results, and the variations may be material.
Other Analyses:
Among other things, Piper Jaffray also reviewed balance sheet composition and other financial data for Chicopee and Westfield. With respect to Westfields public price, Piper Jaffray reviewed the public price targets of three non-affiliated research analysts covering Westfield as provided by Bloomberg, a nationally recognized research price target consolidator, which ranged from $8.00 to $9.50.
Piper Jaffrays Compensation and Other Relationships with Chicopee:
Chicopee and Piper Jaffray entered into an engagement letter dated February 4, 2016, relating to the services to be provided by Piper Jaffray in connection with the merger. Pursuant to the engagement letter, Chicopee agreed to pay Piper Jaffray (a) a fee of $250,000 upon the delivery to the Chicopee board of the written Piper opinion; and (b) contingent upon closing of the merger, a transaction fee equal to 1.70% of the aggregate consideration offered in exchange for the outstanding Chicopee common stock and options in the merger. Based on the estimated aggregate consideration to holders of Chicopee common stock and options at the announcement of the merger of $110.2 million, total fees payable to Piper at the close of the transaction are expected to be approximately $2.1 million. Pursuant to the Piper Jaffray engagement letter, Chicopee also agreed to reimburse Piper Jaffray for reasonable out-of-pocket expenses and disbursements incurred in connection with its retention. Chicopee has also agreed to indemnify Piper Jaffray against certain liabilities, including liabilities under the federal securities laws, arising out of its engagement.
Other than Piper Jaffrays engagement in connection with the merger, Piper Jaffray has not provided any other material investment banking or financial advisory services to Chicopee, Westfield or their respective affiliates during the past three years; however, Piper Jaffray may do so in the future. In the ordinary course of
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Piper Jaffrays business as a broker-dealer, Piper Jaffray may, from time to time, purchase securities from and sell securities to Chicopee, Westfield or their affiliates.
Interests of Chicopees Directors and Executive Officers in the Merger
When Chicopees shareholders are considering the recommendation of the Chicopee Board of Directors in connection with the merger agreement proposal, you should be aware that some of the employees and directors of Chicopee and Chicopee Savings Bank have interests that are in addition to, or different from, the interests of Chicopees shareholders generally, which are described below. Westfields and Chicopees Boards of Directors were aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions contemplated by the merger agreement. Except as described below, to the knowledge of Chicopee, the officers and directors of Chicopee do not have any material interest in the merger apart from their interests as shareholders of Chicopee.
Treatment of Stock Options
The merger agreement provides that all options to purchase Chicopee common stock outstanding at the effective time of the merger will convert into an option to purchase shares of Westfield common stock by multiplying the number of stock options by the exchange ratio and dividing the exercise price by the exchange ratio (Converted Options). In addition, all unvested options will become fully vested as a result of the merger. All Converted Options will be exercisable for the same period and will otherwise have the same terms and conditions applicable to the Chicopee options they replace.
Treatment of Restricted Stock
The merger agreement provides that at the effective time of the merger, each unvested share of restricted stock issued by Chicopee and outstanding at the effective time of the merger will fully vest and convert into the right to receive the same merger consideration that all other shares of Chicopee common stock are entitled to receive in the merger. Chicopees named executive officers and non-executive officers do not hold any unvested restricted stock awards.
Stock Options Held by Chicopees Officers
For an estimate of the amounts that would be payable to each of Chicopees named executive officers on settlement of their unvested Chicopee equity awards, see Merger-Related Executive Compensation for Chicopees Named Executive Officers below. The estimated aggregate amount that would be payable to Chicopees officers who are not Named Executive Officers in settlement of their unvested Chicopee stock options if the merger occurred on May 19, 2016, is $28,793. Chicopees non-employee directors do not hold any unvested Chicopee stock options. The amounts specified in this paragraph are determined using a per share price of Chicopee common stock of $17.79, the average closing price per share over the first five business days following announcement of the merger agreement.
Payments Under Settlement Agreements With Westfield and Westfield Bank
Chicopee and Chicopee Savings Bank previously entered into employment agreements with William J. Wagner, President and Chief Executive Officer of Chicopee and Chicopee Savings Bank and Russell J. Omer, Executive Vice President and Chief Lending Officer of Chicopee and Chicopee Savings Bank. Chicopee Savings Bank also previously entered into an employment agreement with Guida R. Sajdak, Senior Vice President and Chief Financial Officer of Chicopee and Chicopee Savings Bank. The employment agreements with Messrs. Wagner, Omer and Ms. Sajdak provide for severance benefits in the event of an involuntary termination of employment without cause or a resignation by the executive for good reason, within two years following a change in control (each a qualifying termination).
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The employment agreements with Mr. Wagner and Mr. Omer provide that, in the event of a qualifying termination, the executive officer will be entitled to:
| a lump sum cash payment equal to: (i) three times the average of the executives annual compensation for the five preceding taxable years, plus (ii) the value of the benefits the executives would have received under the Banks retirement plans if the executive had continuing working for 36 months; and |
| continuation of life, health and dental insurance coverage for 36 months following the qualifying termination. |
The employment agreement with Ms. Sajdak provides that, in the event of a qualifying termination, the executive officer would be entitled to:
| a lump sum cash payment equal to three times the executives total compensation. Total compensation is generally the greater of the total compensation earned in the calendar year immediately preceding the year of termination or the total compensation earned in the calendar year immediately preceding the year of the change in control; and |
| continuation of life, health and dental insurance coverage for 36 months following the qualifying termination. |
In connection with the merger agreement, Chicopee, Chicopee Savings Bank, Westfield and Westfield Bank entered into settlement agreements with Messrs. Wagner, Omer and Ms. Sajdak, which quantify and settle the benefits owed to the executives under their employment agreements. Under these agreements Messrs. Wagner, Omer and Ms. Sajdak will be entitled to a lump-sum cash payment of $1,300,059, $642,269, and $406,394, respectively. In addition, Mr. Omer will be paid $675,000 in equal monthly installments over a two-year period in exchange for his agreement to be bound by non-competition and non-solicitation restrictions for two years, and he will be entitled to continued health and dental coverage for 36 months (with Mr. Omer responsible for the employee portion of the insurance premiums). The payments will be made at the effective time of the merger in full satisfaction of the obligations under the employment agreements, provided the executive is employed with Chicopee and Chicopee Savings Bank at the effective time of the merger. Each settlement agreement provides that the cash payments made under the agreement will be limited so that the payments with respect to each executive do not result in an excess parachute payment within the meaning of Section 280G of the Internal Revenue Code.
Chicopee and Chicopee Savings Bank previously entered into change in control agreements with three non-executive officers. The change in control agreements provide, that in the event of an involuntary termination of employment without cause or a resignation by the executive for good reason, either within two years following a change in control, the executives would be entitled to receive a lump sum severance payment equal to three times the average of the executives annual compensation for the five preceding taxable years plus three years of continued insurance coverage, with the officer paying her share of the employee premiums. In connection with the merger agreement, Chicopee, Chicopee Savings Bank, Westfield and Westfield Bank entered into a settlement agreement with two of the non-executive officers who are party to a change in control agreement, which quantifies and settles the benefits owed to the officers under their change in control agreements. Under these settlement agreements, the non-executive officers will be entitled to a lump-sum cash payment in the aggregate amount of $755,762, and one non-executive officer waived her rights to payments or benefits under the agreement in exchange for entering into an employment agreement with Westfield and Westfield Bank, as described below.
Employment Agreements with Westfield and Westfield Bank
In addition to entering into a settlement agreement in connection with the merger agreement, Mr. Wagner entered into an employment agreement with each of Westfield and Westfield Bank that will be effective as of the effective time of the merger. Under these agreements, Mr. Wagner will serve as Chief Business Development
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Officer of Westfield and Westfield Bank. The employment agreements, which are substantially identical, provide for a three-year term commencing at the effective time of the merger. The agreements provide for the payment of annual base salary in the amount of $350,000, and the salary may be increased at Westfield and Westfield Banks discretion. The agreements also provide for participation in employee benefit plans, arrangements and perquisites applicable to senior officers, as well as automobile and country club benefits. The agreements provide for severance benefits in the event of an involuntary termination of employment without cause or a resignation by the executive for good reason. In the event of the termination of his employment with Westfield and Westfield Bank, for a period of two years following the date of such termination he will be subject to certain non-competition and non-solicitation restrictions. In exchange for his agreement to be bound by such non-competition and non-solicitation restrictions, he will receive an aggregate amount of $475,000, payable in equal monthly installments. Westfield and Westfield Bank also entered into employment agreements with a non-executive officer of Chicopee, which are similar to the employment agreements with Mr. Wagner, except that the employment agreements do not provide an additional payment for a non-competition restriction, and the agreements provide for an initial base salary of $180,000.
Executive Supplemental Retirement Income Agreements with William J. Wagner and Russell J. Omer
Chicopee Savings Bank previously entered into an Executive Supplemental Retirement Income Agreement with each of Mr. Wagner and Mr. Omer. The executives are not entitled to any additional benefits under these agreements and have already recognized taxable income on the benefits under these agreements. Chicopee Savings Bank will not make any further contributions under the agreements and there are no change-in-control related benefits payable under the agreements.
Chicopee Bancorp, Inc. 2012 Phantom Stock Unit Award and Long-Term Incentive Plan
The Chicopee Bancorp, Inc. 2012 Phantom Stock Unit Award and Long-Term Incentive Plan provides for the grant of phantom stock units, which represents the right to receive a cash payment on the date the award vests. In the event of a change in control, (1) the phantom stock units held by a participant will be deemed to have been fully earned, (2) the cash value of outstanding awards will be paid no later than 10 days after the change in control, (3) any performance measure attached to an award will be deemed satisfied as of the date of the change in control, and (4) the cash value of the phantom stock unit will be determined by multiplying the book value of a share of Chicopee common stock by the price-to-book value multiple of a share of the Chicopee stock, where the price reflects the merger consideration per share. Messrs. Wagner, Omer and Ms. Sajdak hold 4,427, 2,776 and 2,124 phantom stock units, respectively, and will be entitled to an estimated lump-sum cash payment of $78,766, $49,391 and $37,789, respectively, based on a unit value of $17.79, which is the average closing price per share of Chicopee common stock over the first five business days following announcement of the merger agreement.
Supplemental Executive Retirement Plan
The Chicopee Savings Bank Supplemental Executive Retirement Plan provides restorative payments to executives designated by the Board of Directors who are prevented from receiving the full benefits contemplated by the employee stock ownership plans benefit formula and the full matching contribution under the 401(k) plan due to IRS limitations. Messrs. Wagner and Omer are the only participants in the plan. The restorative payments under the plan consist of payments in lieu of shares that cannot be allocated to the participants account under the employee stock ownership plan and payments for employer matching contributions that cannot be allocated under the 401(k) Plan due to the legal limitations imposed on tax-qualified plans. In the event of a change in control, the plan provides that Messrs. Wagner and Omer will also receive a supplemental benefit equal to the benefit the executive would have received under our employee stock ownership plan, had the executive remained employed throughout the term of the loan, less the benefits actually provided under the employee stock ownership plan on the executives behalf. In connection with the merger, Mr. Wagner and Mr. Omer will be entitled to an estimated lump-sum cash payment of $172,025 and $231,853, respectively, based on a per share
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price of Chicopee common stock of $17.79, which is the average closing price per share of Chicopee common stock over the first five business days following announcement of the merger agreement.
Appointment of Five Directors to Westfield and Westfield Bank Boards
William J. Wagner, President, Chief Executive Officer, and Chairman of the Board of Directors of Chicopee, will be appointed to the boards of directors of Westfield and Westfield Bank, with the title of Vice Chairman, effective as of the closing of the merger. Mr. Wagner will be appointed to serve on Westfields board of directors as a member of the class whose term expires at the 2017 annual meeting of Westfield shareholders, at which meeting Mr. Wagner will be included as a nominee for election to Westfield and Westfield Banks board of directors to serve for a term of three years. In addition, four members of Chicopees board of directors, Gary G. Fitzgerald, William D. Masse, Gregg F. Orlen and Paul C. Picknelly, will serve as members of the boards of directors of Westfield and Westfield Bank as of the effective time of the merger. Each director will be entitled to receive compensation from Westfield and Westfield Bank for their services on the boards in accordance with the fee schedule for services that is applicable from time to time for similar services by other members of Westfields and Westfield Banks boards.
Indemnification and Insurance of Directors and Officers
Westfield has agreed that all rights to indemnification and exculpation from liabilities arising out of or pertaining to matters existing or occurring on or prior to the effective time of the merger in favor of the present and former officers and directors of Chicopee and Chicopee Savings Bank as provided under the amended and restated bylaws of Chicopee or Chicopee Savings Bank shall survive the merger and continue for a period of six years after the effective time of the merger.
In addition, Westfield has agreed to maintain a directors and officers liability insurance policy for six years after the effective time of the merger to cover the present officers and directors of Chicopee and Chicopee Savings Bank with respect to claims against such directors and officers arising from facts or events that occurred before the effective time of the merger; provided that, Westfield is not obligated to pay each year more than 200% of Chicopees annual premiums for such coverage.
Employee Stock Ownership Plan
The Chicopee Savings Bank ESOP is a tax-qualified plan that covers substantially all of the employees of Chicopee Savings Bank who have at least one year of service and have attained age 21. The ESOP received a share acquisition loan from Chicopee, the proceeds of which were used to acquire shares of Chicopee common stock for the benefit of plan participants. The ESOP has pledged the shares acquired with the loan as collateral for the loan and holds them in a suspense account, releasing them to participants accounts as the loan is repaid, using contributions received from Chicopee Savings Bank. The ESOP will be terminated immediately prior to the effective time of the merger and all shares of common stock held by the ESOP will be converted into the merger consideration. As of the effective time of the merger, the outstanding share acquisition loan of the ESOP will be repaid by the shares held in the ESOPs unallocated suspense account (or the proceeds from the sale of such shares). Any unallocated assets remaining in the suspense account (after the repayment of the outstanding share acquisition loan) will be allocated to the plan participants as provided for in the ESOP, unless otherwise required by applicable law. Upon the receipt of a favorable determination letter for termination of the ESOP from the Internal Revenue Service, the account balances in the ESOP will be distributed to participants and beneficiaries in accordance with applicable law and the ESOP.
As a result of the foregoing, Chicopees executive officers, as well as other employees who participate in the ESOP, will receive a benefit in connection with the ESOPs termination to the extent the stock price of Chicopee common stock multiplied by the number of shares held in the suspense account exceeds the outstanding loan used to acquire such shares.
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Merger-Related Executive Compensation for Chicopees Named Executive Officers
The following table sets forth the estimated potential severance benefits to Chicopees named executive officers on termination of employment in connection with a change in control and assumes that the effective time of the merger will be September 1, 2016. This table does not include the value of benefits in which the named executive officers are vested without regard to the occurrence of a change in control. The amounts shown below are estimates based on multiple assumptions that may or may not actually occur, and as a result, the actual amounts to be received by a named executive officer may differ materially from the amounts shown below.
Executive |
Cash ($)(1) |
Equity ($)(2) |
Pension/NQDC ($)(3) |
Perquisites/ Benefits ($)(4) |
Tax Reimbursements ($) |
Other ($)(5) |
Total ($) |
|||||||||||||||||||||
William J. Wagner |
1,378,825 | 29,232 | 172,025 | | | | 1,580,082 | |||||||||||||||||||||
Guida R. Sajdak |
444,183 | 11,750 | | | | | 455,933 | |||||||||||||||||||||
Russell J. Omer |
691,660 | 12,132 | 231,853 | 18,582 | | 675,000 | 1,629,227 |
(1) | In connection with the merger agreement, each of the named executive officers entered into a settlement agreement which quantifies and settles the benefits owed to the executive under his or her employment agreement. Under these agreements, the named executive officers are entitled to the lump-sum cash payment set forth in the table. The payments will be made at the effective time of the merger in full satisfaction of the obligations under his or her employment agreement; provided the executive is employed with Chicopee and Chicopee Savings Bank at the effective time of the merger. Each settlement agreement provides that the cash payments will be limited so that no payment made to an executive will result in an excess parachute payment. Accordingly, the cash severance amounts payable to Messrs. Wagner, Omer and Ms. Sajdak under their settlement agreements in the amount of $1,300,059, $642,269, and $406,394, respectively, may be reduced so that the payments with respect to each executive do not result in an excess parachute payment within the meaning of Section 280G of the Internal Revenue Code. In addition, the amount shown in this column also represents the estimated cash payments under the Chicopee Bancorp, Inc. 2012 Phantom Stock Unit Award and Long-Term Incentive Plan to Messrs. Wagner, Omer and Ms. Sajdak in the amount of $78,766, $49,391 and $37,789, respectively, based on a per share price of Chicopee common stock of $17.79, which is the average closing market price of Chicopee common stock over the first five business days following the first public announcement of the merger. The amounts payable under this column are considered a single trigger benefit since they are payable upon a change in control of Chicopee. In the event of the termination of the Mr. Wagners employment with Westfield and Westfield Bank, for a period of two years following the date of the termination, he will receive an aggregate amount of $475,000, payable in equal monthly installments, in exchange for his agreement to be bound by non-competition and non-solicitation restrictions. The above table does not reflect Mr. Wagners non-competition payments since it will be made under the terms of Mr. Wagners employment agreements with Westfield and Westfield Bank (unless Mr. Wagner deceases as an employee, and in which event, the payment will not be made) and the timing of when the payments will commence cannot be ascertained as of the date of this filing. |
(2) | This amount represents the value of the non-vested stock options held by Chicopees named executive officers that will vest at the effective time of the merger. The stock options will convert into options to purchase shares of Westfield common stock by multiplying the number of stock options by the exchange ratio and dividing the exercise price by the exchange ratio. The value of the stock options is based on a per share price of Chicopee common stock of $17.79, which is the average closing market price of Chicopee common stock over the first five business days following the first public announcement of the merger. Messrs. Wagner, Omer and Ms. Sajdak hold 12,000, 4,000, and 6,000 unvested stock options, respectively, with an exercise price $16.55, and 4,000, 2,000 and 1,200 unvested stock options, respectively, with an exercise price of $14.21. Messrs. Wagner, Omer and Ms. Sajdak do not hold any unvested shares of restricted stock. |
(3) | This amount represents the estimated payment under the Supplemental Executive Retirement Plan for Messrs. Wagner and Omer. This payment is considered a double trigger benefit, since it is payable upon a termination of employment following a change in control of Chicopee. |
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(4) | This amount represents the estimated value of continued health and dental coverage for thirty-six (36) months, with the executive paying his share of the employee premiums. |
(5) | Mr. Omer will receive an aggregate amount of $675,000, payable in equal monthly installments, in exchange for his agreement to be bound by non-competition and non-solicitation restrictions for two years. |
Westfields Reasons for the Merger
In reaching its decision to approve the merger agreement and related transactions, the Westfield board of directors consulted with senior management, its financial advisors and its legal counsel, and considered a number of factors, including, among others, the following, which are not presented in order of priority:
| information concerning the business, operations, financial condition, earnings and prospects of each of Westfield and Chicopee as separate entities and on a combined basis, including that the transaction is estimated to be approximately 14% accretive from an earnings per share perspective for the pro forma company in the first full year after completion; |
| the complementary geographical locations of Chicopees branch network, which Westfield believes will augment its operations in western Massachusetts; |
| that Westfield and Chicopee have highly complementary operations, including complementary lending platforms and personnel with Westfield having a larger commercial and industrial loan platform, which would mesh well with Chicopees larger small business lending and commercial real estate platforms; |
| the opportunity to further diversify Westfields geographical markets and customer base as a whole, by expanding the size of its footprint through the merger, and to do so in markets similar to those in which it currently operates; |
| that the merger will result in the combined company being the largest, locally-based, independent banking institution headquartered in Hampden County, Massachusetts with one of the largest deposit market shares in such county as well as the Springfield MSA; |
| the compatibility of the cultures of Westfield and Chicopee, particularly with respect to the meeting of local banking needs and strong community ties; |
| the potential challenges in combining the two companies; |
| the agreement by William J. Wagner to remain with the combined company for three years following the merger and the addition of five Chicopee board members, including Mr. Wagner, to the Westfield board; |
| the potential for the combined company to enhance non-interest income growth by providing enhanced and additional financial products and services to the customers of Chicopee; |
| the anticipated operating efficiencies, cost savings, new branding and opportunities for revenue enhancements of the combined company following the completion of the merger, and the likelihood that they would be achieved after the merger; |
| the expected impact of the merger on Westfields capitalization, including the dilution to existing Westfield shareholders and the effect of the merger on tangible book value per share and the period of time estimated to earn back such dilution; |
| the structure of the merger and the financial and other terms of the merger agreement, including the fixed exchange ratio and Chicopees right to terminate the merger agreement if the price of Westfield common stock decreases to the extent set forth in the merger agreement (with Westfields option to increase the exchange ratio to avoid termination); |
| the deal protection provided by the terms of the merger agreement and the termination fee of $4.0 million or reimbursement of out-of-pocket costs and expenses incurred up to $750,000 payable to Westfield under certain circumstances; |
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| the oral opinion of Griffin Financial Group LLC, or Griffin (which was subsequently confirmed in writing), that, as of April 4, 2016 and based on and subject to the factors and assumptions set forth in its written opinion, the exchange ratio was fair, from a financial point of view, to Westfield, as more fully described under Opinion of Griffin Financial Group LLC, Financial Advisor to Westfield beginning on page 75; |
| the intended tax treatment of the merger as a tax-free reorganization; and |
| the likelihood of receiving all of the regulatory approvals required for the merger. |
The foregoing discussion of the factors considered by the Westfield board of directors is not intended to be exhaustive, but does set forth the principal factors considered by the board. Based on the factors described above, the Westfield board of directors determined that the merger with Chicopee was advisable and that the merger agreement and the transactions contemplated by the merger agreement were in the best interests of Westfield and its shareholders, and voted unanimously to adopt and approve the merger agreement and related documents and the transactions contemplated by the merger agreement. In view of the wide variety and complexity of factors considered by the Westfield board of directors in connection with its evaluation of the merger, the board of directors did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any factor, was favorable or unfavorable to the ultimate determination of the board. Rather, the Westfield board of directors made its recommendation based on the totality of information presented to and the investigation conducted by it. In considering the factors discussed above, individual directors may have given different weights to different factors.
Recommendation of the Westfield Board of Directors
The Westfield board of directors has unanimously adopted and approved the merger agreement and recommends that Westfield shareholders vote FOR adoption and approval of the merger agreement and the transactions contemplated thereby.
Opinion of Griffin Financial Group LLC, Financial Advisor to Westfield
Pursuant to an engagement letter, dated December 1, 2015, Westfield engaged Griffin to act as Westfields financial advisor in connection with a potential acquisition of Chicopee. Griffin is a nationally recognized, Financial Industry Regulatory Authority-licensed investment banking firm that is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions. Westfield hired Griffin on the basis of Griffins qualifications, experience in transactions similar to the merger between Westfield and Chicopee and its reputation as an investment banking firm in the banking and thrift industry to provide its opinion as to the fairness, from a financial point of view, of the exchange ratio (as defined in the merger agreement) by which the common stock and common stock options of Chicopee are exchanged into common stock and common stock options, respectively, of Westfield in the proposed merger of Westfield with Chicopee.
On April 4, 2016, Griffin provided its written opinion to the Westfield board of directors that, subject to the assumptions, qualifications, limitations and other matters set forth therein, the exchange ratio was fair, from a financial point of view, to the shareholders of Westfield. The full text of Griffins written opinion, dated April 4, 2016, is attached to this joint proxy statement/prospectus as Annex C and is incorporated herein by reference. Westfield shareholders are urged to read the opinion in its entirety for a description of the assumptions made, matters considered, procedures followed and qualifications and limitations on the review undertaken by Griffin. Griffins opinion is subject to the assumptions and conditions contained in its opinion and is necessarily based on economic, market and other conditions as in effect on, and the information made available to Griffin as of, the date of its opinion. The description of the opinion set forth herein is qualified in its entirety by reference to the full text of such opinion.
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Griffins opinion speaks only as of the date of the opinion. The opinion is directed to the Westfield board of directors and is limited to the fairness, from a financial point of view, to the shareholders of Westfield with regard to the exchange ratio employed in the merger. Griffin does not express an opinion as to the underlying decision by Westfield to engage in the merger or the relative merits of the merger compared to other strategic alternatives that may be available to Westfield.
In providing its opinion, Griffin:
| reviewed a draft of the merger agreement; |
| reviewed and discussed with Westfield and Chicopee their respective financial information as of and for the 12 months ended December 31, 2015, December 31, 2014 and December 31, 2013; |
| discussed with the management teams of Westfield and Chicopee matters relating to their respective financial condition, growth, liquidity, earnings, profitability, asset quality, capital adequacy, stock market structure and valuation, future prospects and related matters as of such dates and for the periods then ended; |
| reviewed and discussed with management of Westfield and Chicopee their budgeted balance sheet growth and earnings for 2016 and expected growth trends for assets, loans, deposits, capital and earnings for future periods; |
| analyzed and discussed with Westfield and Chicopee the potential strategic implications and operational benefits anticipated by the management teams of Westfield and Chicopee; |
| evaluated the potential pro forma financial effects of the merger on Westfield on a forward-looking basis; |
| reviewed and discussed with Westfield and Chicopee certain publicly available and other business and financial information concerning Westfield and Chicopee and the economic and regulatory environments in which they operate; |
| compared the proposed financial terms of the merger with the publicly available financial terms of certain transactions involving whole bank acquisitions that it deemed relevant; |
| compared the financial condition and implied valuation of Chicopee to the financial condition and valuation of certain institutions it deemed relevant; |
| compared the financial condition and implied valuation of Westfield to the financial condition and valuation of certain institutions it deemed relevant; |
| performed discounted cash flow and internal rate of return analyses; |
| considered Westfields ownership structure, its stock market performance, and the trading history of its common stock that is being used as the merger consideration; and |
| undertook such other financial studies and analyses, including a contribution analysis, and considered such other information as we deemed appropriate for the purpose of this opinion. |
Griffins opinion has been approved by its fairness opinion committee in conformity with its policies and procedures established under the requirement of Rule 5150 of the Financial Industry Regulatory Authority. In conducting its review and providing its opinion, Griffin relied upon the accuracy and completeness of information that was publicly available to it or that was furnished to or discussed with Griffin by Westfield or Chicopee or otherwise reviewed by Griffin including, particularly, the forward-looking earnings estimates and pro forma growth rates. Griffin did not independently verify (nor assume responsibility or liability for independently verifying) any such information or its accuracy or completeness. Griffin did not review individual loan files or deposit information of Westfield or Chicopee, nor was Griffin provided with or did it conduct any valuation or appraisal of any assets, deposits or other liabilities of Westfield or Chicopee. Griffin does not specialize in the evaluation of loan and lease portfolios for purposes of assessing the adequacy of the allowance
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for loan and lease losses, and accordingly, has assumed that such allowances for loan and lease losses are adequate. In relying on financial analyses provided to or discussed with Griffin by Westfield or Chicopee or derived therefrom, Griffin assumed that such analyses had been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management. Griffin expressed no view as to such analyses, forecasts, estimates or the assumptions on which they were based. Griffin is not a legal, regulatory or tax expert and has relied on the assessments made by advisors to Westfield with respect to such issues.
For purposes of providing its opinion, Griffin assumed that, in all respects material to its analysis:
| the merger will be completed substantially in accordance with the terms set forth in the draft merger agreement provided to Griffin; |
| the representations and warranties of each party in the merger agreement and in all related documents and instruments referred to in the merger agreement are true and correct in all respects material to Griffins analysis; |
| each party to the merger agreement and all related documents will perform all of the covenants and agreements required to be performed by such party under such documents; |
| all conditions to the completion of the merger will be satisfied without any waivers or modifications to the merger agreement; and |
| in the course of obtaining the necessary regulatory, contractual or other consents or approvals for the merger, no restrictions, including any termination, divestiture requirements or other payments or amendments or modifications, will be imposed that will have a material adverse effect on the future results of operations or financial condition of the combined company or the contemplated benefits of the merger. |
In performing its analysis, Griffin made various assumptions with regard to economic, market and other conditions, which are beyond the control of Griffin, Westfield and Chicopee. Griffins opinion is limited to the fairness, from a financial point of view, to the shareholders of Westfield with regard to the exchange ratio by which the common stock and common stock options are exchanged into common stock and common stock options, respectively, of Westfield in the merger, and expresses no opinion as to the fairness of the merger to creditors or other stakeholders of Westfield, the underlying decision by Westfield to engage in the merger, the relative merits of the merger compared to other transactions available to Westfield, or the relative merits of the merger compared to other strategic alternatives that may be available to Westfield. Furthermore, Griffin did not take into account and expressed no opinion with respect to the amount or nature of any bonuses and any other compensation or consideration to any officers, directors or employees of Westfield or Chicopee paid or payable by reason or as a result of the merger.
The following is a summary of the material analyses presented by Griffin to the Westfield board of directors in connection with Griffins fairness opinion. The summary is not a complete description of the analyses underlying Griffins opinion or the presentation made by Griffin to the Westfield board of directors, but summarizes the material analyses performed and presented in connection with such opinion.
The preparation of the fairness opinion is a comprehensive and complex analytical process, involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In accordance with customary investment banking practice, Griffin employed generally accepted valuation methods in reaching its opinion. The following is a summary of the material financial analyses undertaken by Griffin in connection with providing its opinion. The following summary, however, does not purport to be a complete description of the financial analyses performed by Griffin. In arriving at its opinion, Griffin did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. The financial analyses summarized within include information presented in tabular format. Accordingly, Griffin believes that
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its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion. The tables alone do not constitute a complete description of the financial analyses.
Summary of Proposal
Pursuant to the merger agreement, at the effective time of the merger, Chicopee will merge with and into Westfield, with Westfield as the resulting or surviving corporation, and each share of the 5,210,739 shares of Chicopee common stock outstanding at December 31, 2015 (which excludes 2,228,629 shares of treasury stock) less (a) 91,863 shares of Chicopee common stock owned by Westfield, and (b) 191,368 shares owned by Chicopees employee stock ownership plan, or Chicopees ESOP, subject to cancellation before closing, will be converted into the right to receive 2.425 shares of Westfield common stock. Outstanding options at December 31, 2015 to purchase 646,098 shares of Chicopee common stock will be converted into options to purchase shares of Westfield common stock equal to the product of the exchange ratio multiplied by the number of shares of Chicopee common stock issuable upon exercise of the Chicopee option. The terms and conditions of the merger are more fully described in the merger agreement.
Transaction Multiples
As of April 4, 2016, the date of Griffins opinion, the total purchase price payable by Westfield includes the value of Westfields shares exchanged for Chicopee shares plus the value options awarded upon conversion of Chicopee options. Based on the closing price of Westfield common stock of $8.46 per share on April 1, 2016, the total purchase price payable by Westfield is approximately $105.0 million, which is equal to 120% of Chicopees tangible book value at December 31, 2015 and 35.0 times its earnings for the 12 month period ended December 31, 2015.
Westfield and Chicopee Stock Price Performance
Griffin reviewed the history of the publicly reported trading prices of Westfield and Chicopee common stock for the three-year period ended April 1, 2016. Griffin then compared the relationship between the movements in the price of Westfield and Chicopee common stock in relation to each other and against the movements in the prices of the NASDAQ Bank Index.
3-Year Stock Price Performance |
||||
Westfield |
9.87 | % | ||
Chicopee |
5.73 | % | ||
NASDAQ Bank Index |
29.67 | % |
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Selected Companies AnalysisChicopee
Using publicly available information, Griffin compared the financial performance and condition of Chicopee to the following banks and thrifts traded on a national exchange with total assets between $400 million and $1.0 billion, return on average assets over the last 12 months, or LTM ROAA, greater than 0.30%, and non-performing assets, or NPAs/assets of less than 2.50%, excluding any banks that are targets of announced mergers. Because there are few comparable companies headquartered in New England, Griffin also included banks headquartered in Pennsylvania and upstate New York (excluding metropolitan markets), which appear to be somewhat similar in market demographics to Chicopee. Companies included in this group were:
Evans Bancorp, Inc. |
Union Bankshares, Inc. | |
Mid Penn Bancorp, Inc. |
Pathfinder Bancorp, Inc. | |
Northeast Bancorp |
Wellesley Bancorp, Inc. | |
CB Financial Services, Inc. |
Emclaire Financial Corp. | |
Norwood Financial Corp. |
Coastway Bancorp, Inc. | |
DNB Financial Corporation |
Elmira Savings Bank | |
Malvern Bancorp, Inc. |
To perform this analysis, Griffin used financial information as of December 31, 2015, or the most recently available quarter, and market price information as of April 1, 2016 as reported by SNL Financial. Griffins analysis showed the following concerning Chicopee and its peers financial condition, risk profile, valuation and liquidity:
Peers | ||||||||||||||||
Chicopee Bancorp, Inc.(1) |
Low | Median | High | |||||||||||||
Total assets ($000) |
678,574 | 561,344 | 727,148 | 939,107 | ||||||||||||
Return on average assets (%) |
0.45 | 0.32 | 0.73 | 1.27 | ||||||||||||
Return on average equity (%) |
3.37 | 2.31 | 7.44 | 14.80 | ||||||||||||
Loans/deposits (%) |
115.67 | 79.46 | 94.78 | 125.62 | ||||||||||||
Net interest margin (%) |
3.51 | 2.66 | 3.41 | 4.70 | ||||||||||||
NPAs/assets (%) |
1.15 | 0.24 | 0.96 | 2.31 | ||||||||||||
TCE/tangible assets (%) |
13.16 | 5.95 | 8.58 | 12.63 | ||||||||||||
Average daily trading volume (52 week) |
3,392 | 1,193 | 3,249 | 12,076 | ||||||||||||
Price/Last twelve months EPS (x) |
29.4 | 9.6 | 16.0 | 34.9 | ||||||||||||
Price/tangible book value (%) |
103.0 | 85.5 | 104.2 | 251.1 | ||||||||||||
Dividend yield (%) |
2.0 | 0.0 | 3.2 | 5.0 |
(1) | Chicopee data is as of December 31, 2015. |
No company used as a comparison in the above analysis is identical to Chicopee. In addition, Griffin presumed that the trading valuations for peers exclude any change of control premium. Accordingly, an analysis of these results is not purely mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and of the banking environment at the time of the opinion.
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Selected Companies AnalysisWestfield
Using publicly available information, Griffin compared the financial performance and condition of Westfield to the following banks and thrifts traded on a national exchange with total assets between $600 million and $2.0 billion and non-interest income to operating revenue less than 20%, excluding any banks that are targets of announced mergers. Because there are few comparable companies headquartered in New England, Griffin also included banks headquartered in Pennsylvania and upstate New York (excluding metropolitan markets) which appear to be somewhat similar in market demographics to Westfield. Companies included in this group were:
Merchants Bancshares, Inc. |
Northeast Bancorp | |
BSB Bancorp, Inc. |
Salisbury Bancorp, Inc. | |
Hingham Institution for Savings |
Norwood Financial Corp. | |
ESSA Bancorp, Inc. |
DNB Financial Corporation | |
Bar Harbor Bankshares |
Malvern Bancorp, Inc. | |
Codorus Valley Bancorp, Inc. |
Chicopee Bancorp, Inc. | |
Bankwell Financial Group, Inc. |
Pathfinder Bancorp, Inc. | |
Penns Woods Bancorp, Inc. |
Wellesley Bancorp, Inc. | |
Mid Penn Bancorp, Inc. |
Emclaire Financial Corp. |
To perform this analysis, Griffin used financial information as of December 31, 2015, or the most recently available quarter, and market price information as of April 1, 2016 as reported by SNL Financial. Griffins analysis showed the following concerning Westfield and its peers financial condition, risk profile, valuation and liquidity:
Peers | ||||||||||||||||
Westfield Financial, Inc.(1) |
Low | Median | High | |||||||||||||
Total assets ($000) |
1,339,930 | 600,595 | 912,913 | 2,021,237 | ||||||||||||
Return on average assets (%) |
0.42 | 0.44 | 0.73 | 1.18 | ||||||||||||
Return on average equity (%) |
4.10 | 3.37 | 7.33 | 14.81 | ||||||||||||
Loans/deposits (%) |
90.88 | 79.46 | 100.53 | 121.79 | ||||||||||||
Non-interest income/operating revenue (%) |
9.25 | 2.77 | 14.41 | 19.94 | ||||||||||||
Net interest margin (%) |
2.53 | 2.51 | 3.32 | 4.70 | ||||||||||||
NPAs/assets (%) |
0.60 | 0.08 | 0.83 | 2.68 | ||||||||||||
TCE/tangible assets (%) |
10.41 | 6.94 | 8.70 | 13.16 | ||||||||||||
Average daily trading volume (52 week) |
28,561 | 1,189 | 6,062 | 18,750 | ||||||||||||
Price/Last twelve months EPS (x) |
25.6 | 10.1 | 15.3 | 29.4 | ||||||||||||
Price/tangible book value (%) |
110.8 | 88.7 | 113.7 | 185.8 | ||||||||||||
Dividend yield (%) |
1.4 | 0.0 | 2.6 | 4.9 |
(1) | Westfield data is as of December 31, 2015. |
No company used as a comparison in the above analysis is identical to Westfield. In addition, Griffin presumed that the trading valuations for peers exclude any change of control premium. Accordingly, an analysis of these results is not purely mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and of the banking environment at the time of the opinion.
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Selected Transactions Analysis
Griffin reviewed and compared the financial performance and condition of Chicopee and the pending Westfield and Chicopee transaction against the financial performance and condition of the targets and transaction multiples for the following publicly available whole bank acquisitions of targets headquartered in New England, New York and Pennsylvania (excluding metropolitan markets) announced after January 1, 2014, with targets between $300 million and $1.0 billion in total assets, which included the following transactions:
Acquirer |
Target | |
Norwood Financial Corp. |
Delaware Bancshares, Inc. | |
WSFS Financial Corporation |
Penn Liberty Financial Corp. | |
Beneficial Bancorp, Inc. |
Conestoga Bank | |
Liberty Bank |
Naugatuck Valley Financial Corporation | |
Camden National Corporation |
SBM Financial, Inc. | |
WSFS Financial Corporation |
Alliance Bancorp, Inc. of Pennsylvania | |
Community Bank System, Inc. |
Oneida Financial Corp. | |
Bridge Bancorp, Inc. |
Community National Bank | |
ESB Bancorp MHC |
Citizens National Bancorp, Inc. | |
Berkshire Hills Bancorp, Inc. |
Hampden Bancorp, Inc. | |
S&T Bancorp, Inc. |
Integrity Bancshares, Inc. | |
Independent Bank Corp. |
Peoples Federal Bancshares, Inc. | |
National Penn Bancshares, Inc. |
TF Financial Corporation | |
Bryn Mawr Bank Corporation |
Continental Bank Holding, Inc. | |
CB Financial Services, Inc. |
FedFirst Financial Corporation | |
Eastern Bank Corporation |
Centrix Bank & Trust |
The results of the analysis are set forth in the following table:
Targets(2) | ||||||||||||||||
Chicopee(1) | Low | Median | High | |||||||||||||
Total assets ($000) |
678,574 | 319,027 | 682,154 | 945,016 | ||||||||||||
Last twelve months ROAA (%) |
0.45 | 0.16 | 0.60 | 1.30 | ||||||||||||
Last twelve months ROAE (%) |
3.37 | 1.96 | 5.14 | 17.19 | ||||||||||||
NPA/assets (%) |
1.15 | 0.17 | 1.27 | 2.24 | ||||||||||||
TCE/tangible assets (%) |
13.16 | 4.19 | 10.30 | 17.11 | ||||||||||||
Deal value ($ millions) |
105.0 | 15.2 | 111.6 | 159.4 | ||||||||||||
Price/earnings (x) |
35.0 | 16.8 | 25.7 | 60.0 | ||||||||||||
Price/tangible book value (%) |
120.0 | 106.8 | 152.4 | 262.7 | ||||||||||||
Normalized price/TBV (%)(3) |
129.0 | 100.0 | 169.3 | 260.0 | ||||||||||||
Tangible book premium/core deposits (%) |
4.20 | 0.80 | 8.94 | 15.33 | ||||||||||||
Premium/stock price (%) |
16.00 | 11.89 | 26.46 | 99.44 |
(1) | Chicopee data is as of December 31, 2015. |
(2) | Target financial data reflects most recently reported prior to announcement. |
(3) | Normalized Price/TBV is based on the target having an 8% TCE/tangible assets ratio. |
No company or transaction used as a comparison in the above analyses is identical to Chicopee, Westfield or the merger. Accordingly, an analysis of these results is not purely mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and of the banking environment at the time of the opinion.
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Discounted Cash Flow AnalysisChicopee
Griffin performed a discounted cash flow analysis to estimate a range of the present value of estimated free cash flows that Chicopee could generate on a stand-alone basis. In performing this analysis, Griffin utilized the following assumptions, among others:
| projections and earnings and asset growth assumptions provided by management; |
| a range of discount rates of 10.0% to 13.0% based on a normalized 20-year treasury rate of 4% as recommended by Duff & Phelps, the latest published Duff & Phelps US Equity Risk Premium recommendation, and a size premium; |
| a projected terminal value multiple range of 13.0x to 17.0x forecasted earnings based on projected terminal growth rates of 4% to 6%, using the Gordon Growth model; and |
| required tangible common equity to tangible assets capitalization level of 8% with any earnings in excess of required capital retention treated as distributable earnings. |
These calculations resulted in a range of implied per share values, exclusive of any change of control premium, of $14.27 to $18.79 per share of Chicopee common stock, assuming a required tangible common equity to tangible assets capitalization level of 8%, and $12.99 to $19.48 per share of Chicopee common stock, using a constant discount rate, with a required tangible common equity to tangible assets capitalization level between 7% and 9%.
In addition, Griffin performed a change of control affordability analysis, which factors in cash flows to be realized by Westfield in the merger as projected by management. In performing this analysis, Griffin utilized the following assumptions, among others:
| projections and earnings and asset growth assumptions provided by management; |
| a range of discount rates of 10.0% to 13.0% based on a normalized 20-year treasury rate of 4% as recommended by Duff & Phelps, the latest published Duff & Phelps US Equity Risk Premium recommendation, and a size premium; |
| a projected terminal value multiple range of 11.0x to 15.0x forecasted earnings based on projected terminal growth rates of 3% to 5%, using the Gordon Growth model; |
| stand-alone cash flows plus estimated cost savings, less one time transaction costs, on a present value basis; and |
| required tangible common equity to tangible assets capitalization level of 8% with any earnings in excess of required capital retention treated as distributable earnings. |
These calculations resulted in a range of implied per share values of $21.38 to $29.89 per share of Chicopee common stock, assuming a required tangible common equity to tangible assets capitalization level of 8%, and $20.66 to $29.52 per share of Chicopee common stock, using a constant discount rate, with a required tangible common equity to tangible assets capitalization level between 7% and 9%.
The discounted cash flow analysis is a widely used valuation methodology that relies on numerous assumptions, including asset and earnings growth rates, terminal values and discount rates. The analysis did not purport to be indicative of the actual value or expected value of Chicopee.
Discounted Cash Flow AnalysisWestfield
Griffin performed a discounted cash flow analysis to estimate a range of the present value of estimated free cash flows that Westfield could generate on a stand-alone basis. In performing this analysis, Griffin utilized the following assumptions, among others:
| projections and earnings and asset growth assumptions provided by management; |
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| a range of discount rates of 10.0% to 13.0% based on a normalized 20-year treasury rate of 4% as recommended by Duff & Phelps, the latest published Duff & Phelps US Equity Risk Premium recommendation, and a size premium; |
| a projected terminal value multiple range of 13.0x to 17.0x forecasted earnings based on projected terminal growth rates of 4% to 6%, using the Gordon Growth model; and |
| required tangible common equity to tangible assets capitalization level of 8% with any earnings in excess of required capital retention treated as distributable earnings. |
These calculations resulted in a range of implied per share values, exclusive of any change of control premium, of $6.78 to $9.46 per share of Westfield common stock, assuming a required tangible common equity to tangible assets capitalization level of 8%, and $6.19 to $9.71 per share of Westfield common stock, using a constant discount rate, with a required tangible common equity to tangible assets capitalization level between 7% and 9%.
The discounted cash flow analysis is a widely used valuation methodology that relies on numerous assumptions, including asset and earnings growth rates, terminal values and discount rates. The analysis did not purport to be indicative of the actual value or expected value of Westfield.
Relative Contribution Analysis
Griffin analyzed the relative contribution of Westfield and Chicopee to the pro forma market capitalization, balance sheet and income statement items of the combined company, including pro forma ownership, assets, loans, deposits, tangible common equity, and projected 2016 and 2017 net income. This analysis excluded all acquisition accounting adjustments and was based on the projected balance sheets of Westfield and Chicopee at closing of the merger, and Westfields and Chicopees closing prices on April 1, 2016 of $8.46 per share and $17.71 per share, respectively.
Contribution | ||||||||
Westfield | Chicopee | |||||||
Pro forma ownership |
60.5 | % | 39.5 | % | ||||
Market capitalization |
62.6 | % | 37.4 | % | ||||
Pro forma balance sheet (9/30/16) |
||||||||
Assets |
65.2 | % | 34.8 | % | ||||
Loans |
59.0 | % | 41.0 | % | ||||
Deposits |
62.2 | % | 37.8 | % | ||||
Tangible common equity |
61.1 | % | 38.9 | % | ||||
Income statement (LTM) |
||||||||
Net interest income |
60.0 | % | 40.0 | % | ||||
Core non-interest income |
60.2 | % | 39.8 | % | ||||
Core non-interest expense |
59.4 | % | 40.6 | % | ||||
Core pre-tax pre-provision earnings |
61.9 | % | 38.1 | % | ||||
Net income |
65.6 | % | 34.4 | % | ||||
Projected net income2016 |
62.6 | % | 37.4 | % | ||||
Projected net income2017 |
63.8 | % | 36.2 | % |
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Implied Exchange Ratio Analysis
Griffin performed an implied exchange ratio analysis by comparing the exchange ratio of 2.425 to the implied exchange ratio based on Westfields historic stock price. Griffin calculated the implied exchange ratio by dividing the deal value per share of $20.52 by Westfields average closing price over a 10-day, 30-day, 60-day and 1-year period. The following table lists the implied exchange ratio this analysis indicated compared to the fixed exchange ratio of 2.425:
Westfields Average Close Price |
Implied Exchange Ratio |
|||||||
10-day |
$ | 8.59 | 2.389 | |||||
30-day |
$ | 8.49 | 2.418 | |||||
60-day |
$ | 8.26 | 2.484 | |||||
1-year |
$ | 7.82 | 2.624 | |||||
The Merger |
$ | 8.46 | 2.425 |
In addition, Griffin also performed an analysis of the implied value per share based on Westfields historic stock price by comparing the price per share in the merger of $20.52 to the implied value per share that would have been derived by multiplying the fixed exchange ratio of 2.425 by Westfields high, average and low closing price over a five-year period. The following table lists the implied value per share compared to the price per share in the merger of $20.52:
Westfields Share Price |
Implied Value per Share |
|||||||
High |
$ | 9.20 | $ | 22.31 | ||||
Average |
$ | 7.50 | $ | 18.18 | ||||
Low |
$ | 6.34 | $ | 15.37 | ||||
The Merger |
$ | 8.46 | $ | 20.52 |
Financial Impact Analysis
Griffin performed pro forma merger analyses that combined projected Westfield and Chicopee balance sheet and income statement information for periods through 2022. Projected growth, earnings estimates and other assumptions (including, without limitation, acquisition accounting adjustments, cost savings and transaction-related expenses) were provided by or derived from material provided by Westfield and Chicopees management. The analyses indicated that the merger is expected to be dilutive to Westfields tangible book value per common share as of the projected completion date of the merger of September 30, 2016, accretive to earnings per common share in subsequent periods, and that Westfield is expected to maintain well-capitalized regulatory capital ratios, although certain projected capital ratios immediately following the completion of the merger (including common equity Tier 1 capital ratio, Tier 1 risk-based capital ratio and total risk based capital ratio) would be lower than Westfields respective projected capital ratios on a stand-alone basis. Actual results may be different from the projected results, and these differences may be material.
The summary set forth above is not a complete description of the analyses and procedures performed by Griffin in the course of arriving at its opinion.
Westfield retained Griffin as its financial adviser regarding the merger. As part of its investment banking business, Griffin is, from time to time, engaged in the valuation of bank and bank holding company securities in connection with mergers and acquisitions, public and private placement of listed and unlisted securities, rights offerings and other forms of valuations for various purposes. In the ordinary course of its business as a broker-dealer, Griffin may, from time to time, purchase securities from, and sell securities to, Westfield and Chicopee. As a market maker in securities, Griffin may from time to time have a long or short position in, or buy or sell, debt or equity securities of institutions like and possibly including Westfield for Griffins own account and for the accounts of its customers. To the extent Griffin held any such positions, it was disclosed to Westfield and Chicopee.
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Pursuant to the Griffin engagement agreement, Westfield agreed to pay Griffin (a) an engagement fee of $50,000, (b) a fee of $225,000 payable upon the delivery of its fairness opinion, (c) a fee of $75,000 payable upon signing of a definitive merger agreement, and (d) a fee of $550,000 contingent on the completion of the merger. In addition, Westfield has agreed to reimburse Griffin for reasonable out-of-pocket expenses incurred in connection with Griffins engagement and to indemnify and hold harmless partners, officers, agents, employees and affiliates from and against all losses, claims, judgments, liabilities, costs, damages and expenses based on or arising from Griffins engagement. During the two years preceding the date of this letter, Griffin has not had an investment banking relationship with Chicopee for which it was paid. Griffin has served as Westfields repurchase agent since 2013 with regard to its share repurchase programs and had served as financial advisor on two unsuccessful buy-side acquisition opportunities.
Prospective Financial Information Regarding Chicopee
Chicopee does not, as a matter of course, make public forecasts as to future performance or other prospective financial information, and Chicopee is especially wary of making forecasts or projections due to the unpredictability of the underlying assumptions and estimates. However, as part of the due diligence review of Chicopee in connection with the merger, Chicopees management prepared and provided to Piper Jaffray and Griffin in connection with their respective evaluations of the fairness of the merger consideration, certain non-public, preliminary internal financial forecasts of Chicopees operating results at and for the year ended December 31, 2016. Chicopee has included below these forecasts to provide stockholders and investors access to certain non-public information that was furnished to third parties, and such information may not be appropriate for other purposes. These forecasts were also considered by the Chicopee and Westfield boards of directors in evaluating the merger.
These preliminary internal financial forecasts were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with published guidelines of the Securities and Exchange Commission, GAAP or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts. The prospective financial information included in this joint proxy statement/prospectus has been prepared by, and is the responsibility of, Chicopees management. Berry Dunn McNeil & Parker LLC (Berry Dunn), Chicopees independent auditor, has neither examined, compiled nor performed any procedures with respect to the accompanying prospective financial information and, accordingly, Berry Dunn does not express an opinion or any other form of assurance with respect thereto. The Berry Dunn report incorporated by reference in this joint proxy statement/prospectus relates to Chicopees historical financial information. It does not extend to the prospective financial information and should not be read to do so. The summary of these preliminary internal financial forecasts included below is being included because these preliminary internal financial forecasts provide useful information to investors and were provided by Chicopee to Piper Jaffray and Griffin.
While presented with numeric specificity, these preliminary internal financial forecasts were based on numerous variables and assumptions (including those related to industry performance and competition and general business, economic, market and financial conditions and additional matters specific to Chicopees business at the time the forecasts were prepared) that are inherently subjective and uncertain and are beyond the control of Chicopees management. Important factors that may affect actual results and cause these preliminary internal financial forecasts to not be achieved include risks and uncertainties relating to Chicopees business (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, general business and economic conditions and other factors described in the sections entitled Information Regarding Forward-Looking Statements and Risk Factors. These preliminary internal financial forecasts also reflect numerous variables, expectations and assumptions available at the time they were prepared as to certain business decisions that are subject to change. As a result, actual results may differ materially from those contained in these preliminary internal financial forecasts. Accordingly, the forecasted results summarized below may not be realized.
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The inclusion of a summary of these preliminary internal financial forecasts in this joint proxy statement/prospectus should not be regarded as an indication that Chicopee or its affiliates, advisors or representatives considered these preliminary internal financial forecasts to be predictive of actual future events, and these preliminary internal financial forecasts should not be relied upon as such nor should the information contained in these preliminary internal financial forecasts be considered appropriate for other purposes. Neither Chicopee nor its affiliates, advisors, officers, directors, partners or representatives can give you any assurance that actual results will not differ materially from these preliminary internal financial forecasts, and none of them undertakes any obligation to update or otherwise revise or reconcile these preliminary internal financial forecasts to reflect circumstances existing after the date these preliminary internal financial forecasts were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying these forecasts are shown to be in error.
Neither Chicopee nor any of its affiliates, advisors, officers, directors or representatives has made or makes any representation to any stockholder, investor, Westfield or any other person, in the merger agreement or otherwise, concerning these preliminary internal financial forecasts or regarding Chicopees ultimate performance compared to the information contained in these preliminary internal financial forecasts or that the forecasted results will be achieved. The below forecasts do not give effect to the merger. Chicopee urges all stockholders to review Chicopees most recent Securities and Exchange Commission filings for a description of Chicopees reported financial results.
Subject to the foregoing qualifications, the preliminary internal financial forecasts consist of: (1) net income for 2016 of $3.8 million with an earnings growth rate of 10% annually thereafter; and (2) assets of $760 million at December 31, 2016, with an asset growth rate of 6% annually thereafter, each as prepared by, or as directed by, Chicopees management and delivered to Piper Jaffray and Griffin.
Prospective Financial Information Regarding Westfield
Westfield does not, as a matter of course, make public forecasts as to future performance or other prospective financial information, and Westfield is especially wary of making forecasts or projections due to the unpredictability of the underlying assumptions and estimates. However, as part of the due diligence review of Westfield in connection with the merger, Westfield management prepared and provided to Piper Jaffray and Griffin in connection with their respective evaluations of the fairness of the merger consideration, certain non-public, preliminary internal financial forecasts of Westfields operating results at and for the year ended December 31, 2016. Westfield has included below these forecasts to provide stockholders and investors access to certain non-public information that was furnished to third parties, and such information may not be appropriate for other purposes. These forecasts were also considered by the Westfield and Chicopee boards of directors in evaluating the merger.
These preliminary internal financial forecasts were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with published guidelines of the Securities and Exchange Commission, GAAP or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts. The prospective financial information included in this joint proxy statement/prospectus has been prepared by, and is the responsibility of, Westfields management. Wolf & Company, P.C. (Wolf), Westfields independent auditor, has neither examined, compiled nor performed any procedures with respect to the accompanying prospective financial information and, accordingly, Wolf does not express an opinion or any other form of assurance with respect thereto. The Wolf report incorporated by reference in this joint proxy statement/prospectus relates to Westfields historical financial information. It does not extend to the prospective financial information and should not be read to do so. The summary of these preliminary internal financial forecasts included below is being included because these preliminary internal financial forecasts provide useful information to investors and were provided by Westfield to Piper Jaffray and Griffin.
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While presented with numeric specificity, these preliminary internal financial forecasts were based on numerous variables and assumptions (including those related to industry performance and competition and general business, economic, market and financial conditions, and additional matters specific to Westfields business at the time the forecasts were prepared, such as the impact of potentially expanded mortgage banking operations of Westfield that will not be necessary following the completion of the merger) that are inherently subjective and uncertain and are beyond the control of Westfields management. Important factors that may affect actual results and cause these preliminary internal financial forecasts to not be achieved include risks and uncertainties relating to Westfields business (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, general business and economic conditions and other factors described in the sections entitled Information Regarding Forward-Looking Statements and Risk Factors. These preliminary internal financial forecasts also reflect numerous variables, expectations and assumptions available at the time they were prepared as to certain business decisions that are subject to change. As a result, actual results may differ materially from those contained in these preliminary internal financial forecasts. Accordingly, the forecasted results summarized below may not be realized.
The inclusion of a summary of these preliminary internal financial forecasts in this joint proxy statement/prospectus should not be regarded as an indication that Westfield or its affiliates, advisors or representatives considered these preliminary internal financial forecasts to be predictive of actual future events, and these preliminary internal financial forecasts should not be relied upon as such nor should the information contained in these preliminary internal financial forecasts be considered appropriate for other purposes. Neither Westfield nor its affiliates, advisors, officers, directors, partners or representatives can give you any assurance that actual results will not differ materially from these preliminary internal financial forecasts, and none of them undertakes any obligation to update or otherwise revise or reconcile these preliminary internal financial forecasts to reflect circumstances existing after the date these preliminary internal financial forecasts were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying these forecasts are shown to be in error.
Neither Westfield nor any of its affiliates, advisors, officers, directors or representatives has made or makes any representation to any stockholder, investor, Chicopee or any other person, in the merger agreement or otherwise, concerning these preliminary internal financial forecasts or regarding Westfields ultimate performance compared to the information contained in these preliminary internal financial forecasts or that the forecasted results will be achieved. The below forecasts do not give effect to the merger. Westfield urges all stockholders to review Westfields most recent Securities and Exchange Commission filings for a description of Westfields reported financial results.
Subject to the foregoing qualifications, the preliminary internal financial forecasts consist of: (1) net income for 2016 of $6.4 million with an earnings growth rate of between 11% and 15% annually thereafter; and (2) assets of $1.4 billion at December 31, 2016, with an asset growth rate of between 5% and 6% annually thereafter, each as prepared by, or as directed by, Westfields management and delivered to Piper Jaffray and Griffin.
Westfield and Westfield Banks Boards of Directors After the Merger
Immediately following the effective time of the merger, Westfield will expand the size of its board of directors by five seats and designate William J. Wagner, the current Chairman, President and Chief Executive Officer of Chicopee, and four other members of the Chicopee board, Gary G. Fitzgerald, William D. Masse, Gregg F. Orlen and Paul C. Picknelly, to serve as members of the boards of directors of the combined company. Each of the designees meet the qualifications for directors as set forth in Westfields bylaws. The designees will be appointed to the combined companys board of directors in a manner such that the classes of the combined companys board of directors are as nearly equal in number as possible, with Mr. Wagner being elected to the class of directors whose term expires at the 2017 annual meeting of shareholders, at which meeting Mr. Wagner will be included as a nominee for election to the board of directors to serve for a term of three years. The designees will also be appointed to the board of directors of Westfield Bank, effective immediately following the
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effective time of the bank merger. Mr. Wagner will serve as Vice Chairman of the board of directors of Westfield and Westfield Bank. Information regarding the members of the Chicopee board who will serve as directors of the combined company can be found in Chicopees Form 10-K/A filed with the SEC on April 29, 2016, and incorporated by reference into this joint proxy statement/prospectus.
The merger agreement provides that as soon as practicable after the consummation of the merger, Chicopee Savings Bank will merge with and into Westfield Bank. Westfield has caused Westfield Bank and Chicopee has caused Chicopee Savings Bank to enter into an agreement and plan of merger providing for such bank merger. Westfield Bank shall be the surviving entity in the bank merger and shall continue in its corporate existence.
Material U.S. Federal Income Tax Consequences of the Merger
The following is a general summary of material U.S. federal income tax consequences of the merger of Westfield and Chicopee. The federal income tax laws are complex and the tax consequences of the merger may vary depending upon each shareholders individual circumstances or tax status. The following discussion is based on current provisions of the Internal Revenue Code of 1986, as amended, or the Code, existing temporary and final regulations under the Code and current administrative rulings and court decisions, all of which are subject to change, possibly on a retroactive basis. No attempt has been made to comment on all U.S. federal income tax consequences of the merger that may be relevant to Chicopee shareholders. The tax discussion set forth below is included for general information only. It is not intended to be, nor should it be construed to be, legal or tax advice to a particular Chicopee shareholder.
The following discussion may not apply to particular categories of holders of shares of Chicopee common stock subject to special treatment under the Code, such as insurance companies, financial institutions, broker-dealers, tax-exempt organizations, individual retirement and other tax-deferred accounts, banks, persons subject to the alternative minimum tax, persons who hold Chicopee capital stock as part of a straddle, hedging or conversion transaction, persons whose functional currency is other than the U.S. dollar, persons eligible for tax treaty benefits, foreign corporations, foreign partnerships and other foreign entities, individuals who are not citizens or residents of the United States and holders whose shares were acquired pursuant to the exercise of an employee stock option or otherwise as compensation. This discussion assumes that holders of shares of Chicopee common stock hold their shares as capital assets. The following discussion does not address state, local or foreign tax consequences of the merger. You are urged to consult your tax advisors to determine the specific tax consequences of the merger, including any state, local or foreign tax consequences of the merger.
Tax Consequences of the Merger Generally
Westfield has received an opinion from Hogan Lovells US LLP and Chicopee has received an opinion from Luse Gorman, PC, each filed with the SEC and dated as of the same date as Amendment No. 1 to the registration statement of which this joint proxy statement/prospectus is a part, to the effect that the merger will qualify as a reorganization under Section 368(a) of the Code. The tax opinions received by Westfield and Chicopee are based on certain representations, covenants and assumptions, as described below, all of which must continue to be true and accurate in all material respects as of the effective time of the merger. It is also a condition to the obligation of each of Westfield and Chicopee to complete the merger that their respective tax counsel confirm its opinion as of the closing date of the merger. Neither Westfield nor Chicopee intends to waive this condition. If any of the representations, covenants or assumptions relied upon by tax counsel is inaccurate, tax counsel may not be able to provide the required closing date opinions or the tax consequences of the merger could differ from those described below. An opinion of counsel neither binds the Internal Revenue Service, the IRS, nor precludes the IRS or the courts from adopting a contrary position. Neither Westfield nor Chicopee intends to obtain a ruling from the IRS regarding the tax consequences of the merger.
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Based on the opinions that the merger will qualify as a reorganization under Section 368(a) of the Code, the material U.S. federal income tax consequences of the merger are as follows:
| no gain or loss will be recognized by Westfield or Chicopee as a result of the merger; |
| no gain or loss will be recognized by a Chicopee shareholder on the exchange, except to the extent the shareholder receives cash in lieu of a fractional share of Westfield common stock; |
| the aggregate tax basis in the Westfield common stock received by a Chicopee shareholder pursuant to the merger will equal that shareholders aggregate tax basis in the shares of Chicopee common stock being exchanged, reduced by any amount allocable to a fractional share of Westfield common stock for which cash is received; |
| the holding period of Westfield common stock received by a Chicopee shareholder in the merger will include the holding period of the shares of Chicopee common stock being exchanged; and |
| although no fractional shares of Westfield common stock will be issued in the merger, a Chicopee shareholder who receives cash in lieu of such a fractional share will be treated as having received that fractional share pursuant to the merger and then as having exchanged such fractional share for cash in a redemption by Westfield. A Chicopee shareholder will generally recognize capital gain or loss on such a deemed redemption of the fractional share in an amount determined by the excess of the amount of cash received and the shareholders tax basis in the fractional share. Any capital gain or loss will be long-term capital gain or loss if the Chicopee common stock was held for more than one year. |
For purposes of the above discussion of the bases and holding periods for shares of Chicopee common stock and Westfield common stock, Chicopee shareholders who acquired different blocks of Chicopee common stock at different times for different prices must calculate their basis, gains and losses, and holding periods separately for each identifiable block of such stock exchanged, converted, cancelled or received in the merger.
Backup Withholding
Payments of cash to a Chicopee shareholder pursuant to the merger are subject to information reporting and may, under certain circumstances, be subject to backup withholding unless such shareholder provides Westfield with its taxpayer identification number and otherwise complies with the backup withholding rules. Any amounts withheld from payments to a Chicopee shareholder under the backup withholding rules are not additional tax and generally will be allowed as a refund or credit against the Chicopee shareholders federal income tax liability; provided that the Chicopee shareholder timely furnishes the required information to the IRS.
Reporting Requirements
Chicopee shareholders who receive Westfield common stock as a result of the merger will be required to retain records pertaining to the merger and Chicopee shareholders who hold at least 5% of the outstanding Chicopee common stock immediately before the merger will be required to file with their U.S. federal income tax return for the year in which the merger takes place a statement setting forth certain facts relating to the merger.
This summary does not address tax consequences that may vary with, or are contingent on, individual circumstances. Moreover, it does not address any non-income tax or any foreign, state or local tax consequences of the merger. Tax matters are very complicated and the tax consequences of the merger to you will depend upon the facts of your particular situation. Accordingly, we strongly urge you to consult with a tax advisor to determine the particular federal, state, local and foreign income and other tax consequences to you of the merger.
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Regulatory Approvals Required for the Merger
General
Westfield and Chicopee have agreed to use their reasonable best efforts to obtain all permits, consents, approvals and authorizations of all third parties and governmental authorities that are necessary to consummate the merger of Westfield and Chicopee and the bank merger of Westfield Bank and Chicopee Savings Bank. Both mergers are collectively referred to in this joint proxy statement/prospectus as the Transaction. This includes the approval or non-objection of the Board of Governors of the Federal Reserve System, or the FRB, the Massachusetts Board of Bank Incorporation, or the BBI, the Massachusetts Division of Banks, or the DOB, and the OCC. Westfield and Westfield Bank have filed or will file all required applications, notices and waiver requests to obtain the regulatory approvals and non-objections necessary to consummate the Transaction. Westfield and Chicopee cannot predict whether the required regulatory approvals will be obtained, when they will be received or whether such approvals will be subject to any conditions.
Board of Governors of the Federal Reserve System
To consummate the merger, Westfield will seek a waiver from the FRB of the formal application requirement under Section 10 of the Home Owners Loan Act, as amended, or the HOLA, and Regulation LL of the FRBs regulations. Regulation LL provides that an application for FRB approval is not required for certain acquisitions involving savings association mergers and transactions pursuant to the Bank Merger Act, or the BMA; provided that, among other conditions, the transaction requires prior regulatory approval of a federal supervisory agency under the BMA and will not have a material adverse impact on the financial condition of the acquiring savings and loan holding company.
Westfield believes that the Transaction meets the requirements to obtain a waiver from the FRB. In the event that the FRB does not waive the application requirements, the merger of Westfield and Chicopee will require an application to the FRB for prior approval to consummate the transaction. The FRB may not approve the merger if:
| such transaction would result in a monopoly or would be in furtherance of any combination or conspiracy to monopolize or attempt to monopolize the business of banking in any part of the United States; or |
| the effect of such transaction, in any section of the country, may be to substantially lessen competition, or tend to create a monopoly, or in any manner restrain trade, unless the FRB finds that the anticompetitive effects of the merger are clearly outweighed in the public interest by the probable effect of the transaction in meeting the convenience and needs of the communities to be served. |
In every case, the FRB is required to consider the financial and managerial resources and future prospects of the companies and banks concerned and the convenience and needs of the communities to be served. Consideration of financial resources generally focuses on capital adequacy of the institutions involved. Under the Community Reinvestment Act of 1977, as amended, or the CRA, the FRB also must consider the record of performance of Westfield Bank and Chicopee Savings Bank in meeting the credit needs of the entire community, including low and moderate-income neighborhoods. In addition, the FRB must review the effectiveness of the companies in combating money laundering activities. The FRB must also consider the extent to which the proposed transaction would result in greater or more concentrated risks to the stability of the U.S. banking or financial system. Applicable regulations require publication of notice of an application for approval of the merger and an opportunity for the public to comment on the application in writing and to request a hearing.
Massachusetts Board of Bank Incorporation and Massachusetts Division of Banks
Massachusetts law requires that Westfield file an application for approval of the merger with the BBI and an application for approval of the bank merger with the DOB.
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The BBI, with respect to the merger application, is generally required to consider, in connection with the merger, whether competition among banking institutions will be unreasonably affected; whether public convenience and advantage would be promoted; whether any job creation plans or new consumer and business services will be provided; the financial and managerial resources of Westfield and Chicopee; and the CRA performance of Westfield Bank and Chicopee Savings Bank. The approval process also requires a public hearing, which generally occurs within 60 calendar days from the date that the application is submitted.
The DOB, with respect to the bank merger application, is generally required to consider whether competition among banking institutions will be unreasonably affected; whether public convenience and advantage would be promoted; whether any job creation plans or new consumer and business services will be provided; the financial and managerial resources of Westfield and Chicopee; and the CRA performance of Westfield Bank and Chicopee Savings Bank.
Office of Comptroller of the Currency
As a federal savings bank, Westfields subsidiary, Westfield Bank, is required to file an application for approval of the bank merger between Westfield Bank and Chicopee Savings Bank with the OCC. The BMA requires the prior written approval of the OCC before any insured depository institution may merge or consolidate with another insured depository institution if the resulting institution is to be a federal savings bank.
The BMA prohibits the OCC from approving any proposed bank merger transaction that would result in a monopoly, or would further a combination or conspiracy to monopolize or to attempt to monopolize the business of banking in any part of the United States. Similarly, the BMA prohibits the OCC from approving a proposed bank merger transaction whose effect in any section of the country may be substantially to lessen competition, or to tend to create a monopoly, or, in any other manner, would be a restraint of trade.
In every proposed bank merger, the OCC must also consider the financial and managerial resources and future prospects of the existing and proposed institutions, the convenience and needs of the community to be served (including performance of each bank under the CRA), and the effectiveness of each insured depository institution involved in the proposed bank merger transaction in combatting money-laundering activities. Further, the OCC must consider the extent to which the proposed transaction would result in greater or more concentrated risks to the stability of the U.S. banking or financial system. Applicable regulations require publication of notice of an application for approval of the bank merger and an opportunity for the public to comment on the application in writing and to request a hearing.
Any transaction approved by the OCC may not be completed until 30 days after such approval. With the concurrence of the U.S. Department of Justice, the waiting period may be reduced to 15 days.
Accounting Treatment of the Merger
The merger will be accounted for using the acquisition method of accounting with Westfield treated as the acquirer. Under this method of accounting, Chicopees assets and liabilities will be recorded by Westfield at their respective fair values as of the closing date of the merger and added to those of Westfield. Any excess of purchase price over the net fair values of Chicopees assets and liabilities will be recorded as goodwill. Any excess of the fair value of Chicopees net assets over the purchase price will be recognized in earnings by Westfield on the closing date of the merger. Financial statements of Westfield issued after the merger will reflect these values, but will not be restated retroactively to reflect the historical financial position or results of operations of Chicopee prior to the merger. The results of operations of Chicopee will be included in the results of operations of Westfield beginning on the effective date of the merger.
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Under the Massachusetts Business Corporation Act, or the MBCA, Chicopee shareholders will not be entitled to exercise any dissenters or appraisal rights in connection with the merger or any other matter being presented to them.
Restrictions on Sales of Shares by Certain Affiliates
The shares of Westfield common stock to be issued in the merger will be freely transferable under the Securities Act of 1933, as amended, or the Securities Act, except for shares issued to any shareholder who is an affiliate of Westfield as defined by Rule 144 under the Securities Act. Affiliates consist of individuals or entities that control, are controlled by or are under common control with Westfield, and include the executive officers and directors of Westfield and may include significant shareholders of Westfield.
Name Change of Combined Holding Company
Following the merger, combined holding company will be renamed Western New England Bancorp and the name of the combined bank will remain Westfield Bank.
Following the merger, the shares of Westfield common stock will continue to trade on the NASDAQ Global Select Market under the symbol WNEB.
Delisting and Deregistration of Chicopee Common Stock After the Merger
When the merger is completed, the Chicopee common stock currently listed on the NASDAQ Global Market will be delisted from the NASDAQ Global Market and will be deregistered under the Exchange Act.
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This section of the joint proxy statement/prospectus describes the material terms of the merger agreement. The following summary is qualified in its entirety by reference to the complete text of the merger agreement, which is incorporated by reference into this joint proxy statement/prospectus and attached as Annex A to this joint proxy statement/prospectus. This summary may not contain all of the information about the merger agreement that may be important to you. You are urged to read the full text of the merger agreement. The merger agreement contains customary representations and warranties of Westfield and Chicopee made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the agreement between Westfield and Chicopee and are not intended to provide factual, business or financial information about Westfield and Chicopee. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to shareholders or different from what a shareholder might view as material, may have been used for purposes of allocating risk between Westfield and Chicopee rather than establishing matters as facts, may have been qualified by certain disclosures not reflected in the merger agreement that were made to the other party in connection with the negotiation of the merger agreement, and generally were solely for the benefit of the parties to that agreement.
Subject to the terms and conditions of the merger agreement, and in accordance with the MBCA and the regulations promulgated thereunder, at the completion of the merger, Chicopee will merge with and into Westfield. Westfield will be the surviving corporation in the merger and will continue its corporate existence under the laws of the Commonwealth of Massachusetts. The name of the surviving corporation will be changed to Western New England Bancorp, Inc. with the NASDAQ trading symbol WNEB. Upon completion of the merger, the separate corporate existence of Chicopee will terminate.
Each share of Westfield common stock that is issued and outstanding immediately prior to the effective time of the merger will remain issued and outstanding as one share of common stock of the combined company and will not be affected by the merger, and each share of Chicopee common stock issued and outstanding immediately prior to the effective time of the merger (other than shares held directly or indirectly by Westfield and shares held by Chicopee as treasury shares) will be converted into the right to receive 2.425 shares of Westfield common stock, as described below in the section entitled Consideration to be Received in the Merger.
The articles of organization, as amended, of Westfield, or Westfields articles, will be the articles of organization of the combined company, and Westfields bylaws will be the bylaws of the combined company. See Comparison of Shareholder Rights beginning on page 109.
The merger agreement provides that Westfield may, at any time prior to the effective time, change the method of effecting the business combinations of Westfield and Chicopee, or Westfield Bank and Chicopee Savings Bank. However, no such change may (a) alter or change the merger consideration in any way, (b) adversely affect the tax treatment of Chicopee shareholders in connection with the merger, (c) adversely affect the tax treatment of Westfield or Chicopee in connection with the merger, or (d) materially impede or delay consummation of the merger or the bank merger.
Effective Time and Timing of Closing
The merger will be completed and become effective when Westfield and Chicopee execute and file the articles of merger with the Secretary of the Commonwealth of Massachusetts or at such later date or time as Westfield and Chicopee agree and specify in the articles of merger. Subject to the satisfaction or waiver of all conditions to closing set forth in the merger agreement, the closing of the merger will occur no later than 10
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business days following the latest to occur of (a) the receipt of all regulatory approvals and the expiration of any applicable waiting periods, (b) the approval of the merger by the shareholders of Westfield and Chicopee, or (c) at such other date or time as Westfield and Chicopee may agree.
Westfield and Chicopee anticipate that the merger will be completed in the fourth quarter of 2016. However, completion of the merger could be delayed if there is a delay in obtaining the required regulatory approvals or in satisfying any other conditions to the merger. There can be no assurances as to whether, or when, Westfield and Chicopee will obtain the required approvals or complete the merger.
Westfield and Westfield Banks Boards of Directors After the Merger
Immediately following the effective time of the merger, Westfield will expand the size of its board of directors by five seats and designate William J. Wagner, the current Chairman, President and Chief Executive Officer of Chicopee, and four other members of the Chicopee board, Gary G. Fitzgerald, William D. Masse, Gregg F. Orlen and Paul C. Picknelly, to serve as members of the boards of directors of the combined company. Each of the designees meet the qualifications for directors as set forth in Westfields bylaws. The designees will be appointed to the combined companys board of directors in a manner such that the classes of the combined companys board of directors are as nearly equal in number as possible, with Mr. Wagner being elected to the class of directors whose term expires at the 2017 annual meeting of shareholders, at which meeting Mr. Wagner will be included as a nominee for election to the board of directors to serve for a term of three years. The designees will also be appointed to the board of directors of Westfield Bank, effective immediately following the effective time of the bank merger. Mr. Wagner will serve as Vice Chairman of the board of directors of Westfield and Westfield Bank.
The merger agreement provides that as soon as practicable after the consummation of the merger, Chicopee Savings Bank will merge with and into Westfield Bank, subject to all required regulatory approvals. Westfield has caused Westfield Bank and Chicopee has caused Chicopee Savings Bank to enter into an agreement and plan of merger providing for such bank merger. Westfield Bank will be the surviving entity in the bank merger and will continue in its corporate existence.
Consideration to be Received in the Merger
Upon completion of the merger, each outstanding share of Chicopee common stock (other than shares held directly or indirectly by Westfield and shares held by Chicopee as treasury shares) will be converted into the right to receive 2.425 shares of Westfield common stock. No fractional shares of Westfield common stock will be issued to any holder of Chicopee common stock upon completion of the merger. For each fractional share that would otherwise be issued, Westfield will pay each shareholder cash (without interest) in an amount determined by multiplying the fractional share interest to which such shareholder would otherwise be entitled by the average of the closing sales prices of one share of Westfield common stock on NASDAQ for the 10 trading days immediately preceding the effective time, as reported by The Wall Street Journal.
Under the terms of the merger agreement, each option to purchase shares of Chicopee common stock issued by Chicopee and outstanding at the effective time of the merger pursuant to the Chicopee 2007 Equity Incentive Plan will convert into an option to purchase shares of Westfield common stock. These converted options will be exercisable for the same period and will otherwise have the same terms and conditions applicable to the Chicopee options that they replace, but will fully vest prior to the effective time of the merger.
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Chicopees Employee Stock Ownership Plan
Chicopees ESOP will terminate immediately prior to and effective as of the effective time of the merger, and all shares held by Chicopees ESOP will convert into the right to receive the merger consideration. A portion of the unallocated shares held by Chicopees ESOP will either be (a) sold and the proceeds of such sale applied to the repayment of all outstanding indebtedness of Chicopees ESOP, or (b) a sufficient number of unallocated shares of Chicopee common stock will be delivered to Chicopee in order to repay all outstanding indebtedness of Chicopees ESOP, and the balance of the unallocated shares and any other assets remaining unallocated will be allocated and distributed to the participants of Chicopees ESOP, as provided for in Chicopees ESOP unless otherwise required by applicable law.
Chicopee Bancorp, Inc. 2012 Phantom Stock Unit Award and Long-Term Incentive Plan
The Chicopee Bancorp, Inc. 2012 Phantom Stock Unit Award and Long-Term Incentive Plan provides for the grant of phantom stock units, which represents the right to receive a cash payment on the date the award vests. As a result of the merger, (1) the phantom stock units held by a participant will be deemed to have been fully earned, (2) the cash value of outstanding awards will be paid no later than 10 days after the change in control, (3) any performance measure attached to an award will be deemed satisfied as of the date of the change in control, and (4) the cash value of the phantom stock unit will be determined by multiplying the book value of a share of Chicopee common stock by the price-to-book value multiple of a share of the Chicopee stock, where the price reflects the merger consideration per share.
Exchange of Certificates; Dividends
A letter of transmittal in a form satisfactory to Westfield and Chicopee will be mailed as soon as practicable, but in no event later than five business days after the closing of the merger, to each holder of record of Chicopee common stock as of the effective time of the merger. The letter of transmittal will include instructions for use in surrendering Chicopee stock certificates in exchange for the merger consideration. Upon proper surrender of stock certificates by a Chicopee shareholder to the exchange agent, together with a properly completed and duly executed letter of transmittal and any other required documents, the Chicopee stock certificates will be canceled and in exchange the shareholder will receive: (a) a Westfield stock certificate representing the number of whole shares of Westfield common stock that the shareholder is entitled to receive under the merger agreement; and (b) a check in the amount of cash that the shareholder is entitled to receive in lieu of any fractional shares, and for any dividends or other distributions pursuant to the merger agreement.
Prior to the effective time of the merger, Westfield will (i) reserve for issuance with its transfer agent and registrar a sufficient number of shares of Westfield common stock to provide for payment of the aggregate merger consideration, and (ii) deposit with the exchange agent an amount of cash sufficient to pay any cash in lieu of fractional shares.
Chicopee shareholders are not entitled to receive any dividends or other distributions on Westfield common stock declared or made after the effective time of the merger until they have surrendered their Chicopee stock certificates in exchange for Westfield stock certificates. Upon the surrender of their Chicopee stock certificates, Chicopee shareholders will be entitled to receive any dividends or other distributions, without interest, which had become payable with respect to their Westfield common stock.
Representations and Warranties
The merger agreement contains representations and warranties made by and to Westfield and Chicopee. The statements embodied in those representations and warranties were made for purposes of the agreement between Westfield and Chicopee and are subject to important qualifications and limitations agreed to by Westfield and Chicopee in connection with negotiating the terms of the merger agreement. In addition, certain representations
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and warranties were made as of a specified date, may be subject to contractual standards of materiality different from what may be viewed as material to shareholders, or may have been used for the purpose of allocating risk between Westfield and Chicopee rather than establishing matters as fact. For the foregoing reasons, you should not rely on the representations and warranties or any description thereof as statements of factual information without considering the foregoing and the other information provided elsewhere in this document or incorporated by reference in this document. Westfield and Chicopee will provide additional disclosures in their public reports to the extent they are aware of the existence of any material facts that are required to be disclosed under federal securities laws and that might otherwise contradict the terms and information contained in the merger agreement and will update such disclosure as required by federal securities laws.
Each of Westfield and Chicopee has made representations and warranties to the other regarding, among other things:
| due organization, good standing and authority; |
| capitalization; |
| subsidiaries; |
| corporate power; |
| corporate records; |
| corporate authority; |
| regulatory approvals, no defaults; |
| financial statements; |
| financial controls and procedures; |
| SEC filings; |
| absence of certain changes or events; |
| regulatory matters; |
| legal proceedings; |
| compliance with laws; |
| material contracts and defaults; |
| brokers; |
| employee benefit plans; |
| labor matters; |
| environmental matters; |
| tax matters; |
| investment securities; |
| derivative transactions; |
| loans and nonperforming and classified assets; |
| properties and leases; |
| intellectual property; |
| fiduciary accounts; |
| insurance; and |
| inapplicability of antitakeover laws. |
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The representations and warranties of each of Westfield and Chicopee will expire upon the effective time of the merger. The representations and warranties in the merger agreement are complicated and not easily summarized. You are urged to carefully read Articles III and IV of the merger agreement attached to this joint proxy statement/prospectus as Annex A.
Conduct of Business Pending the Merger
Conduct of Business of Chicopee Pending the Merger
Under the merger agreement, Chicopee has agreed that, until the effective time of the merger or the termination of the merger agreement, Chicopee and its subsidiaries will not, except as expressly permitted by the merger agreement or with the prior written consent of Westfield:
| conduct its business other than in the ordinary course consistent with past practice and prudent banking practice and in compliance in all material respects with all applicable laws and regulations; |
| fail to use reasonable best efforts to preserve its business organization intact, maintain the services of current officers and employees of Chicopee, and preserve the goodwill of Chicopees customers and others with whom business relationships exist; |
| issue, sell or otherwise permit to become outstanding, or authorize the creation or reservation of, any securities or equity equivalents or enter into any agreement with respect to the foregoing, except with respect to stock based awards outstanding on the date of the merger agreement; |
| directly or indirectly redeem, retire, purchase or otherwise acquire any shares of its capital stock; |
| declare or pay any dividend or other distribution on its capital stock other than (a) dividends paid by wholly owned subsidiaries to Chicopee or any other wholly owned subsidiary of Chicopee, or (b) regular quarterly cash dividends no greater than the rate paid during the fiscal quarter immediately preceding the date of the merger agreement; and further, Chicopee shareholders shall not receive two dividends for any single calendar quarter with respect to their shares of Chicopee common stock and any shares of Westfield common stock that such holders receive in exchange therefor in the merger; |
| effect a split, dividend, recapitalization or reclassification of its capital stock; |
| enter into, amend or renew any employment, consulting, severance or similar agreement or arrangement with any director, officer, employee or consultant, or grant any salary or wage increase or increase any employee benefit or pay any incentive or bonus payments, except for (i) normal increases in the ordinary course of business consistent with past practice not to exceed 3% with respect to any individual director, officer or employee, and provided that any increases, either singularly or collectively, are consistent with its 2016 budget, (ii) cash contributions to its pension plans in the ordinary course of business consistent with past practice, and (iii) certain bonus payments or phantom award amounts for 2015 and 2016, with the prior written consent of Westfield; |
| hire any person as an employee or promote any employee, except (A) to satisfy existing contractual obligations, and (B) persons hired to fill any vacancies at an annual salary of less than $50,000 and whose employment is terminable at will; |
| enter into, establish, adopt, amend, modify or terminate any benefit plan, or any trust agreement related thereto, with respect to any current or former director, officer or employee, except as required by law or the merger agreement or to satisfy existing contractual obligations; |
| Pay, loan or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into any other transaction with, its officers or directors or any of their immediate family members or any affiliates of any of its officers or directors, other than (1) compensation in the ordinary course of business consistent with past practice, (2) certain loans permitted under the merger agreement, or (3) deposit transactions; |
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| sell, transfer, mortgage, pledge, encumber or otherwise dispose of or discontinue any of its assets, deposits, business or properties, except in the ordinary course of business consistent with past practice and in a transaction that, together with all other such transactions, is not material to Chicopee and its subsidiaries taken as a whole; |
| acquire all or any portion of the assets, business, deposits or properties of any other entity other than by way of foreclosures or acquisitions of control in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary and usual course of business consistent with past practice; |
| make any capital expenditures other than capital expenditures in the ordinary course of business consistent with past practice in amounts not exceeding $25,000 individually or $100,000 in the aggregate; |
| amend its articles of organization or bylaws; |
| change its accounting principles, practices or methods other than as may be required by applicable laws or regulations or by accounting principles generally accepted in the United States, or GAAP; |
| enter into, amend, modify or terminate any material contract, lease or insurance policy, except in the ordinary course of business consistent with past practice or as expressly permitted by the merger agreement; |
| enter into any settlement or similar agreement with respect to any action, suit, proceeding, order or investigation to which Chicopee or any of its subsidiaries is or becomes a party, which involves a payment that exceeds $50,000 and/or would impose a material restriction on its business; |
| enter into any new material line of business; |
| materially change its material lending, investment, underwriting, risk and asset liability management and other material banking and operating policies, except as required by applicable law, regulation or policies imposed by any regulatory authority; |
| file any application or make any contract with respect to branching or site location or site relocation; |
| enter into any derivatives transactions, except in the ordinary course of business consistent with past practice; |
| incur any indebtedness for borrowed money (other than deposits, federal funds purchased, borrowings from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case in the ordinary course of business consistent with past practice) or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person, other than in the ordinary course of business consistent with past practice; |
| acquire (other than by way of foreclosures or acquisitions in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary course of business consistent with past practice) (a) any debt security or equity investment of a type or in an amount that is not permissible for a national bank, or (b) any debt security other than U.S. government and U.S. government agency securities with final maturities not greater than five years or mortgage-backed or mortgage related securities which would not be considered high risk securities under applicable regulatory pronouncements, in each case purchased in the ordinary course of business consistent with past practice; |
| restructure or materially change its investment securities portfolio, through purchases, sales or otherwise, or the manner in which such portfolio is classified under GAAP or reported for regulatory purposes; |
| make, renegotiate, renew, increase, extend, modify or purchase any loan, other than in accordance with its existing loan policies and procedures, or to satisfy existing contractual obligations; provided, |
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however, that Westfields prior approval is required for (i) any new origination in excess of $4 million, or (ii) any additional extension of credit to a borrower whose loan is substandard or classified; |
| make any investment or commitment to invest in real estate or in any real estate development project other than by way of foreclosures or acquisitions in a bona fide fiduciary capacity or in satisfaction of a debt previously contracted in good faith, in each case in the ordinary course of business consistent with past practice; |
| make or change any tax election, file any amended tax return, enter into any closing agreement, settle or compromise any liability with respect to taxes, agree to any adjustment of any tax attribute, file any claim for a refund of taxes, or consent to any extension or waiver of the limitation period applicable to any tax claim or assessment; |
| knowingly commit any act or omission which constitutes a material breach or default under any agreement with any governmental authority or under any material contract, lease or other material agreement or material license to which it is a party or by which it or its properties is bound; |
| foreclose on or take a deed or title to any commercial real estate without first conducting a Phase I environmental assessment of the property or foreclose on any commercial real estate if such environmental assessment indicates the presence of a hazardous substance in amounts which would be material; |
| cause or allow the loss of insurance coverage, unless replaced with coverage which is substantially similar to that now in effect; |
| discharge or satisfy any lien or pay any obligation or liability, whether absolute or contingent, due or to become due, e |