SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
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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14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to [SECTION]240.14a-12
Mid-Coast Bancorp, Inc.
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(Name of Registrant as Specified in Its Charter)
N/A
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March 28, 2000
FOR IMMEDIATE RELEASE
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For more information, contact:
UNION BANKSHARES COMPANY MID-COAST BANCORP, INC.
Peter A. Blyberg Wesley E. Richardson
800-432-1592-or-207-667-2504 800-540-5363-or-207-832-7521
UNION BANKSHARES COMPANY ANNOUNCES PLANS
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TO ACQUIRE MID-COAST BANCORP, INC.
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Ellsworth, Maine, March 28, 2000: Union Bankshares Company ("Union")
(www.uniontrust.com) announced that it has signed a definitive agreement to
acquire Mid-Coast Bancorp, Inc. (NASDAQ:MCBN) (www.waldoborobank.com) and its
wholly-owned subsidiary, The Waldoboro Bank, F.S.B. ("Waldoboro"), a
federally-chartered savings bank headquartered in Waldoboro, Maine with assets
of $82.0 million. Under the terms of the agreement, Waldoboro will be merged
into Union's subsidiary bank, Union Trust Company ("Union Trust") and
Waldoboro's four offices, in Waldoboro, Rockland, Belfast and Jefferson, will
operate as branches of Union Trust.
Under the terms of the agreement, which was approved by the Boards of
Directors of both Union and MCBN, MCBN shareholders will receive $15.875 in
cash for each share of MCBN common stock, for a total transaction cost of
approximately $11.9 million. Based on Monday's closing price of $6.00 per
share of MCBN common stock, this price represents a market premium of 165%.
In accordance with the agreement, MCBN granted Union an option to acquire,
under certain terms and conditions, up to 19.9% of MCBN's common stock at
$6.00 per share. The option was granted as an inducement for Union to enter
into the agreement.
This transaction, which is subject to shareholder and regulatory approvals, is
expected to close during the third quarter of 2000. Following consummation of
the transaction, Peter A. Blyberg, President and Chief Executive Officer of
Union and Union Trust will become President and Chief Executive Officer of the
combined institutions.
"Union Trust and Waldoboro are ideal partners," commented Mr. Blyberg. "We are
both customer-focused community banks with excellent track records of serving
down east and mid-coast Maine. We share the same values and commitment to our
customers, communities, employees and shareholders. Union Trust will benefit
by the expansion of our franchise to the mid-coast markets where Waldoboro has
been so successful and we look forward to bringing new products and services
to Waldoboro's customers. In fact, this is a great combination of people,
technology and capital, all focused on providing outstanding customer service
and more value to our shareholders."
Mr. Richardson stated, "We are extremely pleased to join Union Trust. Union
Trust is an excellent, highly profitable Maine community bank, with a solid
reputation, over 100 years' experience serving the financial needs of Maine
families, businesses and communities and an outstanding array of complementary
products and services. We will now be able to offer our customers an expanded
line of commercial, trust and investment services that will help them to meet
their financial goals. Together, we will continue to expand community banking
in eastern Maine and deliver personalized customer service and an ever-
expanding range of innovative financial products to our customers."
Mr. Blyberg added, "We also welcome the Waldoboro employees to the Union Trust
team. Their skills and knowledge are a definite plus for this combination."
Union Bankshares Company is a one-bank holding company, organized under the
laws of the State of Maine, with one subsidiary, Union Trust Company, which
was organized in 1887 and headquartered in Ellsworth, Maine. Union Trust
Company operates 11 banking offices in eastern Maine. Mid-Coast Bancorp, Inc.
is the holding company for The Waldoboro Bank, F.S.B., chartered in 1891. The
Waldoboro Bank, F.S.B. operates 4 banking offices in mid-coast Maine.
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This press release contains certain statements that are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Reliance should not be placed on forward-looking statements because they
involve unknown risks, uncertainties and other factors which are, in some
cases, beyond the control of Union Bankshares Company or Mid-Coast Bancorp,
Inc., as the case may be. Actual events, performance and results could differ
materially from the anticipated event, performance or results expressed or
implied in such forward-looking statements. The factors which may cause such
differences include, among other factors, the ability of the parties to
consummate the transactions contemplated by the Agreement, conditions imposed
on the consummation of such transactions by regulatory agencies, the
competitive environment and general economic conditions.
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Investors and security holders are advised to read the proxy statement and
other documents related to the Union and MCBN merger when they become
available and any amendments to these documents when they become available
because they will contain important information. Investors and security
holders may obtain these documents free of charge, when available, and other
documents filed by Union or MBCN with the Securities and Exchange Commission
at the SEC's Internet web site (www.sec.gov) and these documents may be
obtained for free, in the case of Union, from Union by directing such request
to Union Bankshares, Inc., 66 Main Street, P.O. Box 479, Ellsworth, Maine,
04605-1987, telephone 800-432-1592-or-207-667-2504 and in the case of MBCN,
from MBCN by directing such request to Mid-Coast Bancorp, Inc., 1768 Atlantic
Highway, P.O. Box 589, Waldoboro, Maine 04572, telephone 207-832-7521.
Union and MBCN and their respective directors intend to solicit proxies from
Union shareholders in favor of the merger. The names of the directors of Union
and information regarding their security holdings may be obtained for free
from Union by directing such request to Union Bankshares, Inc., 66 Main
Street, P.O. Box 479, Ellsworth, Maine, 04605-1987, telephone 800-432-1592-or-
207-667-2504. The names of the directors of MBCN and information regarding
their security holdings may be obtained for free from MBCN by directing such
request to Mid-Coast Bancorp, Inc., 1768 Atlantic Highway, P.O. Box 589,
Waldoboro, Maine 04572, telephone 207-832-7521.
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