Item 7.01. REGULATION FD DISCLOSURE
On April 12, 2023, Salisbury Bancorp, Inc. will hold its 2023 Special Meeting of
Shareholders. A copy of the presentation is furnished as Exhibit 99.1 hereto and
is hereby incorporated by reference herein.
The information contained in this Item 7.01, including Exhibit 99.1 attached
hereto, shall not be deemed to be "filed" for purposes of Section 18 of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act") or
otherwise subject to the liabilities of that Section, and is not incorporated by
reference into any other filing under the Securities Act of 1933, as amended, or
the Exchange Act.
Important Additional Information and Where to Find It
In connection with the proposed transaction, NBT filed with the Securities and
Exchange Commission ("SEC") a registration statement on Form S-4 that included a
proxy statement of Salisbury that also constitutes a prospectus of NBT (the
"proxy statement/prospectus"), which proxy statement/prospectus was mailed or
otherwise disseminated to Salisbury's shareholders. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY
STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4, AND
ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, SALISBURY AND THE
PROPOSED TRANSACTION. You may obtain a free copy of the registration statement,
including the proxy statement/prospectus and other relevant documents filed by
NBT and Salisbury with the SEC, without charge, at the SEC's website at
www.sec.gov. Copies of the documents filed by NBT with the SEC are available
free of charge on NBT's website at www.nbtbancorp.com or by directing a request
to NBT Bancorp Inc., 52 South Broad Street, Norwich, NY 13815, attention:
Corporate Secretary, telephone (607) 337-6141. Copies of the documents filed by
Salisbury with the SEC are available free of charge on Salisbury's website at
www.salisburybank.com or by directing a request to Salisbury Bancorp, Inc., 5
Bissell Street, P.O. Box 1868, Lakeville, CT 06039-1868, attention: Corporate
Secretary, telephone (860) 453-3432.
No Offer
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, and otherwise in accordance with applicable
law.
Participants in Solicitation
NBT and Salisbury and their respective directors and executive officers and
other members of management and employees may be deemed to be participants in
the solicitation of proxies in respect of the proposed transaction. You can find
information about NBT's executive officers and directors in NBT's definitive
proxy statement filed with the SEC on April 6, 2023. You can find information
about Salisbury's executive officers and directors in Salisbury's definitive
proxy statement filed with the SEC on April 8, 2022. Additional information
regarding the interests of such potential participants is included in the proxy
statement/prospectus and other relevant documents filed with the SEC when they
become available. You may obtain free copies of these documents from NBT or
Salisbury using the sources indicated above.
Forward Looking Statements
This report contains forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements about
NBT and Salisbury and their industry involve substantial risks and
uncertainties. Statements other than statements of current or historical fact,
including statements regarding NBT's or Salisbury's future financial condition,
results of operations, business plans, liquidity, cash flows, projected costs,
and the impact of any laws or regulations applicable to NBT or Salisbury, are
forward-looking statements. Words such as "anticipates," "believes,"
"estimates," "expects," "forecasts," "intends," "plans," "projects," "may,"
"will," "should" and other similar expressions are intended to identify these
forward-looking statements. Such statements are subject to factors that could
cause actual results to differ materially from anticipated results.
Among the risks and uncertainties that could cause actual results to differ from
those described in the forward-looking statements include, but are not limited
to the following: (1) the businesses of NBT and Salisbury may not be combined
successfully, or such combination may take longer to accomplish than expected;
(2) the cost savings from the merger may not be fully realized or may take
longer to realize than expected; (3) operating costs, customer loss and business
disruption following the merger, including adverse effects on relationships with
employees, may be greater than expected; (4) governmental approvals of the
merger may not be obtained, or adverse regulatory conditions may be imposed in
connection with governmental approvals of the merger; (5) the shareholders of
Salisbury may fail to approve the merger; (6) the possibility that the merger
may be more expensive to complete than anticipated, including as a result of
unexpected factors or events; (7) diversion of management's attention from
ongoing business operations and opportunities; (8) the possibility that the
parties may be unable to achieve expected synergies and operating efficiencies
in the merger within the expected timeframes or at all and to successfully
integrate Salisbury's operations and those of NBT; (9) such integration may be
more difficult, time consuming or costly than expected; (10) revenues following
the proposed transaction may be lower than expected; (11) NBT's and Salisbury's
success in executing their respective business plans and strategies and managing
the risks involved in the foregoing; (12) the potential dilution caused by NBT's
issuance of additional shares of its capital stock in connection with the
proposed transaction; (13) changes in general economic conditions, including
changes in market interest rates and changes in monetary and fiscal policies of
the federal government; (14) legislative and regulatory changes; and (15)
uncertainty as to the extent of the duration, scope, and impacts of
the COVID-19 pandemic on NBT, Salisbury and the proposed transaction. Further
information about these and other relevant risks and uncertainties may be found
in NBT's and Salisbury's respective Annual Reports on Form 10-K for the fiscal
year ended December 31, 2022 and in subsequent filings with the SEC.
Forward-looking statements speak only as of the date they are made. NBT and
Salisbury do not undertake, and specifically disclaim any obligation, to
publicly release the result of any revisions which may be made to any
forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements. You are
cautioned not to place undue reliance on these forward-looking statements.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits.
Exhibit Number
99.1 Special Meeting Presentation, dated April 12, 2023
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