Camden National Corp. (NasdaqGS:CAC) agreed to acquire SBM Financial, Inc. (SBM) for approximately $130 million in cash and stock on March 24, 2015. As per the deal, each SBM shareholder and restricted stock unit holders will have the option of election to receive the consideration in stock or cash. For each SBM share, Camden will pay $206 in cash or issue stock with the exchange ratio of 5.421, subject to proration to ensure that in the aggregate 75% of SBM common stock will be converted to Camden common stock and the remaining 25% of SBM common stock will be converted to cash. The transaction was approved by SBM's Board on March 24, 2015. As of March 27, 2015, Camden revised the terms of consideration to ensure that in the aggregate 80% of SBM common stock will be converted to Camden common stock and the remaining 20% of SBM common stock will be converted to cash, which was unanimously approved by SBM's Board. Camden National Corp. (NasdaqGS:CAC) executed the merger agreement to acquire SBM Financial, Inc. on March 29, 2015.

In connection with the merger, the separate corporate existence of SBM Financial will cease and Camden National will continue as the surviving corporation. It is expected that two SBM Financial directors will be appointed to the Camden National Board of Directors. The Bank of Maine, subsidiary of SBM Financial, Inc., is also expected to merge into Camden National Bank, subsidiary of Camden National Corp, after the merger, with Camden National Bank continuing as the surviving bank. SBM's Board of Directors and certain executive officers of SBM, owning 18.28% stake, entered into voting agreements with Camden National, pursuant to which such individuals have agreed to vote their respective shares in favor of the approval of the deal. Camden National Bank entered into a consulting agreement with John Everets, Chairman and Chief Executive Officer of SBM Financial, pursuant to which Everets will provide consulting services to Camden National Bank for the one year period following the closing. SBM Financial has agreed to pay Camden National a termination fee in the amount of $5.4 million in the event that the merger is not consummated by March 1, 2016.

As of December 31, 2014, SBM had Net Income worth $1.69 million and Total Common Equity worth $85.85 million. The merger agreement has been unanimously approved by the Boards of Directors of each of SBM Financial and Camden National. The consummation of the merger is subject to customary closing conditions, including the receipt of regulatory approvals, effective registration statement and approval by the shareholders of SBM Financial and Camden National. The transaction was approved by shareholders of Camden National Corp. and SBM Financial on July 22, 2015 and regulatory approval was received on July 27, 2015. The transaction is expected to be completed in October 2015. SBM common stockholders who wish to elect to receive Camden common stock, cash, or a combination of stock and cash, in exchange for their shares of SBM common stock must deliver a properly completed letter of election and transmittal, together with their SBM stock certificate(s), to American Stock Transfer & Trust Company prior to 5:00 p.m., Eastern time, on October 6, 2015. As of September 11, 2015, the transaction is expected to close on October 16, 2015. The transaction is expected to be mid-teens accretive to Camden National's earnings per share starting in 2016.

On October 13, 2015, Camden National Corporation announced that David J. Ott and Carl J. Soderberg will join the Boards of Directors of Camden. As of October 14, 2015 67.90% shareholders elected to recive Camden National common stock, 22.87%, elected to receive cash and 9.23%, submitted elections expressing no preference.

William P. Mayer, Samantha M. Kirby, Matt Dyckman and Joseph L. Johnson of Goodwin Procter LLP acted as legal advisors and RBC Dain Rauscher Corp. acted as financial advisor to Camden National Corp. John J. Gorman of Luse Lehman Gorman Pomerenk & Schick acted as the legal advisor and Keefe, Bruyette, & Woods, Inc. acted as financial advisor to SBM Financial, Inc. O'Melveny & Myers LLP acted as legal advisor to RBC. D.F. King & Co., Inc. acted as proxy solicitor for Camden. RBC will a fee of $0.9 million upon consummation of the merger.