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Delaware Bancshares: Definitive Merger with Stamford Bank Corporation

Delaware Bancshares (“NBDC”) (Pink Sheet: DBAI) the holding for The National Bank of Delaware County, and Stamford Bank Corporation (“Stamford”) (OTC Bulletin Board: SMFB) the holding company for The National Bank of Stamford, announced today, May 15, 2007, that they have signed a definitive merger agreement under which NBDC will acquire Stamford for approximately $21.7 million in cash. Headquartered in Stamford, New York, Stamford had assets of approximately $93.1 million at March 31, 2007 and operates two branches in Delaware County. Upon consummation, NBDC will serve customers through a network of six full-service branches with combined assets of approximately $247.7 million and deposits of approximately $207.3 million. This is the second whole back acquisition for NBDC.

Northeast Capital was instrumental in orchestrating this transaction by acting as the financial advisor and rendering a Fairness Opinion to Delaware . The transaction should close fourth quarter 2007 pending approvals from the shareholders of Stamford and both entities' regulators, as well as satisfaction of customary closing conditions.

Comparable Financial Highlights

Dollars in millions. Financial data as of March 31, 2007.
Source: Highline

Passumpsic Bancorp: Acquisition of Siwooganock Holding Company

Passumpsic Bancorp (“Passumpsic”) the holding company for Passumpsic Savings Bank acquired Siwooganook Holding Company (“Siwooganock”) (Pink Sheet: SWGC) the holding company for Siwooganock Bank, on October 18, 2006 for approximately $16.7 million in cash. The price of $35.75 in cash for each of the 467,080 shares of Siwooganock common stock outstanding represents 201.18% of book and tangible book value, a 13.7% premium to core deposits, and 34.6 times last-twelve months core earnings. As a result of the acquisition, Passumpsic will have a network of 11 full service branches in northern Vermont and northern New Hampshire , with combined assets of approximately $489.0 million and deposits of approximately $389.7 million. This is the first whole bank acquisition for Passumpsic.

Northeast Capital & Advisory, Inc. served as financial advisor to Passumpsic and Primmer Piper Eggleston Cramer PC provided legal counsel to Passumpsic in this acquisition.

Comparable Financial Highlights

Dollars in millions. Financial data as of March 31, 2006

First Ipswich sells Cambridge branch to East Cambridge Savings and closes the Londonderry branch with the sale of assets to Southern New Hampshire Bank & Trust Co. (Bank of New England )

First Ipswich's rapid expansion over the past few years did not generate enough revenue to cover rising overhead costs, noted by four consecutive quarter losses. Finally, at quarter end 12/31/06 a profit was realized that was a direct result of the implementation of a strategic plan, the foundation of which is a focused and disciplined approach to managing First Ipswich.

The strategic plan called for the sale of the Cambridge branch (closed March 30, 2007), the closing of the Londonderry branch (May 11, 2007), sale of $39.1 million of investments in 2006, sale of $9.3 million of loans in 2006 and $15.0 million in 2007, closing of five off-site ATM's, consolidation of Rowley branches and the previously planned divestiture of the Bank's trust department (which resulted in a gain of $0.4 million).

First Ipswich's primary objective is to become a highly profitable community bank with a focused and disciplined approach. Consistent profitability will be accomplished by reductions in expenses and a concentration on the growth of the small client base which will generate new loans and deposits.

Northeast Capital was engaged as the exclusive financial advisor in the sale of both the Cambridge branch and Londonderry branch and also rendered a Fairness Opinion for both branches.

Cambridge, Massachusetts Branch

On March 30, 2007 First Ipswich Bancorp sold its branch located in Cambridge , Massachusetts . Upon consummation of the sale, $16.7 million of deposits and repurchase agreements and $11.9 million of loans were transferred. The Cambridge branch loans were to be transferred at par with limited recourse, deposits and repurchase agreements to be transferred at a premium of 3.0%, and other assets and liabilities to be transferred at net book value.

Londonderry , New Hampshire Branch

On February 5, 2007 First Ipswich Bancorp announced that it was closing its branch located in Londonderry, New Hampshire. In conjunction with that closing, in the first quarter of 2007 the Bank sold $15.0 million of commercial real estate loans and commercial loans. A net gain of $311,000 was recognized on the sale of the loans. The Loans of the Londonderry branch were sold at a premium equal to 2.5% of the unpaid principal balance of the Loans as of the closing, with no recourse. The branch was closed on May 11, 2007.

Financial Highlights

Dollars in millions. Financial data as of December 31, 2006.
Source: Edgar Online

Community Bancorp: Acquisition of LyndonBank

August 2, 2007, Community National Bank and LyndonBank announced that they have signed a definitive merger agreement under which Community will acquire LyndonBank for approximately $26.7 million.

Terms of the agreement call for LyndonBank to be merged into Community's wholly owned subsidiary, Community National Bank. The combined institutions will serve customers through a network of full service branches in northern and central Vermont , with LyndonBank branches becoming branches of Community National Bank. The deal value represents191.50% of tangible book value and an 11.92% premium to core deposits, and 42.28 times annualized year-to-date earnings.

Pending approvals from the stockholders of LyndonBank and banking regulators, as well as satisfaction of customary closing conditions, the parties anticipate that the transaction will close at or near year end, 2007. It is expected that one board member from LyndonBank will join the board of Community National Bank.

Northeast Capital & Advisory, Inc. served as financial advisor to Community in the transaction, while Primmer Piper Eggleston & Cramer, PC provided legal counsel.

The First National Bank of Ipswich Proposes Stock Reclassification

First Ipswich Bancorp announced on September 11, 2007, it will propose the reclassification of common stock held by shareholders of less than 200 shares of Series A Preferred Stock on a one-on-one basis. Shareholders owning 200 or more shares of common stock will remain unaffected by the reclassification. The reclassification is a continuing effort to increase Bank profitability and shareholder value.

As a result of reclassification, there will be a reduced total number of common shareholders below the level at which the SEC requires extensive reporting. First Ipswich will benefit from significant cost savings by removing the burden of its reporting obligations under the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002. President and CEO, Russell G. Cole says “this move will free up an enormous amount of time and money we are forced to spend maintaining the requirements of a publicly-held company.”

Cole added, "This is a very fair way to privatize the Company while allowing all current shareholders to retain their equity interest in the Company. Quite simply, given the high cost of regulation, the benefits of being a publicly traded community bank don't exist today. The trading volume of our stock does not justify the tremendous expense we incur by being a public company. Like many community banks and small companies, we believe this process will allow us to realize substantial cost reductions and efficiencies."

The proposed reclassification is subject to approval by holders of two-thirds of the issued and outstanding shares of the Company's common stock. Shareholders will be asked to approve the reclassification at a special meeting of shareholders, currently expected to be held in December, 2007.

Northway Financial, Inc. Announces Reverse and Forward Stock Splits as Part of a Going-Private Transaction

As part of a going private transaction, Northway Financial, Inc. filed amendments to its Articles of Incorporation to effect a 1-for-400 reverse stock split, followed by an 800-for-1 forward stock split. Amendments were approved at the Annual Meeting of Stockholders of Northway on August 28, 2007 . Each holder of fewer than 400 Northway shares on September 4, 2007 (the record date for the Stock Splits), is entitled to receive $37.50 in cash for each share. Each holder of 400 or more shares of common stock will participate in the forward stock split, resulting in such stockholders holding twice the number of shares held prior to the Stock Splits.

Effective September 21, 2007 , Northway Financial, Inc. will deregister its common stock under the Securities Exchange Act of 1934. It is expected that deregistration will become effective 90 days after the date of filing of the Form 15 with SEC. Northway intends to provide quarterly and annual information regarding their performance to all shareholders, though it is no longer required by the SEC after deregistering.

Northway Financial, Inc. will voluntarily suspend trading of its stock on NASDAQ on September 12, 2007, and will be quoted on the Over the Counter Bulletin Board. Northway requested that its stock symbol remain NWFI.

Northeast Capital & Advisory, Inc. served as financial advisor and rendered a Fairness Opinion to Northway.

As seen in Bank Director Magazine