NBT Bancorp and Evans Bancorp announce $236m merger to enhance Western New York presence

In a move set to redefine the banking landscape in Upstate New York, NBT Bancorp Inc. (NASDAQ: NBTB) and Evans Bancorp, Inc. (NYSE American: EVBN) have unveiled plans for a definitive merger agreement. This $236 million deal will see Evans Bancorp merge into NBT Bancorp, significantly expanding NBT’s geographic footprint and strengthening its market presence in Western New York.

NBT Bancorp’s President and Chief Executive Officer, Scott A. Kingsley, expressed strong optimism about the merger. “We are thrilled about this opportunity to join forces with Evans Bancorp,” said Kingsley. “This merger aligns perfectly with our strategy to enhance our presence in Western New York, a region where we see great potential for growth. Our long-standing commitment to community banking values and our successful track record in Upstate New York make this an ideal expansion.”

The strategic integration will create a formidable banking entity with a dominant deposit market share in Upstate New York among banks with assets under $100 billion. The expanded network will span over 170 locations, reaching from Buffalo, NY, through to Portland, ME. Currently, NBT Bancorp operates 154 banking branches through its primary subsidiary, NBT Bank, N.A., across seven northeastern states, including significant coverage in Upstate New York.

Evans Bancorp, headquartered in Williamsville, NY, brings its own robust presence with 18 branches and total assets of $2.26 billion as of June 30, 2024. The merger will integrate Evans’ established branches in the Buffalo and Rochester markets into NBT’s extensive network, further solidifying NBT’s position as a key player in the region’s banking sector.

According to the merger agreement, NBT Bancorp will acquire 100% of the outstanding shares of Evans Bancorp in exchange for common shares of NBT. The exchange ratio is set at 0.91 NBT shares for each share of Evans, resulting in an aggregate transaction value of approximately $236 million, based on NBT’s closing stock price of $46.28 on September 6, 2024. The merger has received unanimous approval from the Boards of Directors of both companies.

David J. Nasca, President and Chief Executive Officer of Evans Bancorp, expressed his enthusiasm about the merger. “Joining the NBT family represents a significant milestone for us,” Nasca remarked. “This strategic merger will provide our customers and communities with enhanced financial products and services. NBT’s reputation for exceptional customer service and shareholder value creation aligns seamlessly with our own values. We are excited about the opportunities this merger presents for our combined customer base.”

Following the merger, Nasca will join the NBT Board of Directors, ensuring continuity in leadership and strategic vision. The transaction is expected to close in the second quarter of 2025, subject to the fulfillment of customary closing conditions, including shareholder approval from Evans Bancorp and receipt of necessary regulatory approvals.

Financial advisory services for the merger were provided by Stephens Inc. to NBT Bancorp and by Piper Sandler & Co. to Evans Bancorp. Legal counsel for NBT Bancorp was provided by Hogan Lovells US LLP, with additional executive compensation and employee benefits counsel from Wiggin and Dana LLP. Evans Bancorp was represented by Luse Gorman, PC.

NBT Bancorp Inc., headquartered in Norwich, NY, is a financial holding company with total assets of $13.50 billion as of June 30, 2024. Its primary subsidiary, NBT Bank, N.A., operates a comprehensive network of 154 banking locations across New York and six other northeastern states. In addition to its banking operations, NBT Bancorp owns EPIC Retirement Plan Services, a national benefits administration firm, and NBT Insurance Agency, LLC, a full-service insurance agency based in Norwich, NY.

Evans Bancorp, also a financial holding company, is headquartered in Williamsville, NY, and has total assets of $2.26 billion. Its principal subsidiary, Evans Bank, N.A., provides a wide range of financial services through its 18 branches across Western New York.