New England Bancshares — Merger or Acquisition (May 2012)
17 slides from New England Bancshares's merger presentation, May 31, 2012
Slide 1: Acquisition of New England Bancshares, Inc.
Exhibit 99.2 Holding Company for NASDAQ: UBNK Acquisition of New England Bancshares, Inc. NASDAQ: NEBS May 31, 2012
Slide 2: Safe Harbor Statement
Safe Harbor Statement Certain comments made in the course of this presentation by United Financial Bancorp, Inc. (“UBNK”) are forward-looking in nature. These include statements about the merger, including the expected closing date and anticipated cost savings, and about UBNK’s operating results or
Slide 3: Strategic Rationale
Strategic Rationale Strategic Acquisition That Improves Franchise Value • Immediate scale and strong footprint in markets with attractive demographic profile • Provides United with significant commercial lending and deposit growth opportunities • Low execution risk given expansion into contiguous ma
Slide 4: New England Bancshares, Inc. Overview
New England Bancshares, Inc. Overview Overview History Bank Subsidiary New England Bank • 2002– Completes MHC conversion Headquarters Enfield, CT • 2003– Acquires Windsor Locks Community Bank, FSL Exchange / Ticker NASDAQ / NEBS – $37MM in assets / $16MM of loans Number of Branches 15 • 2005– Comple
Slide 5: Building a Scalable Community Bank Franchise
Building a Scalable Community Bank Franchise Transaction Represents Logical Expansion of UBNK’s Franchise United Pro Forma into Attractive Markets $2.4 billion in combined assets (2009) $1.7 billion in combined loans $1.8 billion in combined deposits (2012) 7 counties with 39 branches UBNK Pro Forma
Slide 6: Building a Significant Community Bank Franchise
Building a Significant Community Bank Franchise 3/31/2012 Assets 3/31/2012 Rank by Group Rank * Company Name Ticker ($000) TCE/TA (%) Assets by TCE/TA State Street Corporation STT 187,956,000 6.4 1 11 People's United Financial, Inc. PBCT 27,807,900 11.7 2 1 Webster Financial Corporation WBS 19,134,1
Slide 7: Entrance into Growth Market with Attractive Demographic
Entrance into Growth Market with Attractive Demographic Median Household Income ($000) ProjectedHouseholdIncomeGrowth(2011- 2016) $80,000 24.00% 21.01% $60,000 $63,678 18.00% $55,819 16.23% $52,126 $50,227 13.98% 14.55% $40,000 12.00% $20,000 6.00% $0 0.00% UBNK NEBS Pro Forma National UBNK NEBS Pro
Slide 8: Provides Significant Commercial Lending Opportunity
Provides Significant Commercial Lending Opportunity Less than 500 Employees Businesses 500+ Employees Middle Market and Corporate 50,000 2,500 45,000 40,000 2,000 35,000 30,000 1,500 25,000 20,000 1,000 15,000 10,000 500 5,000 0 0 UBNK MSAs NEBS MSAs UBNK MSAs NEBS MSAs Springfield, MA Hartford-West
Slide 9: Similar Loan Mix
Similar Loan Mix UBNK Loan Mix as of March 31, 2012 Pro Forma Loan Mix (in millions) (in millions) $14 $5 $134 $312 $182 $26 $155 $469 $30 $467 Total Loans $1,139 $260 NEBS Loan Mix as of March 31, 2012 (in millions) $709 $43 $73 $78 $242 $12 $21 Total Loans $1,697 $157 $5 Total Loans $558 Source: S
Slide 10: Strong Deposit Base with Significant Growth Opportunities
Strong Deposit Base with Significant Growth Opportunities UBNK Deposit Mix as of March 31, 2012 Pro Forma Deposit Mix (in millions) (in millions) $417 $267 $708 $263 $312 $358 Total Deposits $1,259 Core Deposits/Deposits 67% NEBS Deposit Mix as of March 31, 2012 (in millions) $344 $435 $291 $91 $123
Slide 11: Comprehensive Due Diligence Review
Comprehensive Due Diligence Review • “Line by line”review of all operations and business lines Realistic and achievable cost savings and growth assumptions Comprehensive review of merger transaction costs • Detailed and robust credit review by UBNK management 100% of non-performing and classified lo
Slide 12: Summary of Key Terms
Summary of Key Terms • 0.9575 fixed stock exchange ratio Consideration • Implied price of $15.21 (1) per share • Aggregate deal valuation of $91.0 million (2) Form of • 100% stock (non-taxable merger transaction) Consideration • Two NEBS directors will join the boards of UBNK and Board Seats United
Slide 13: Summary of Key Assumptions
Summary of Key Assumptions • Pre-tax of $6.0 million or 33% of 2012 fiscal year NEBS Cost Savings non-interest expense base • 90% realized in 2013 Revenue • None assumed although considerable opportunities in pro Synergies forma market area Credit Analysis • Gross credit mark of $11.0 million or 2.0
Slide 14: Favorable Pricing Relative to Comparable Transactions
Favorable Pricing Relative to Comparable Transactions UBNK/NEBS Recent Comparable Multiples Transactions Median (1) Price/ tangible book value 1.63x 1.75x Premium/ core deposits (2) 7.4% 9.7% Price/ LTM earnings per share 19.8x 25.2x Price/ LTM core earnings per share (3) 24.1x 27.8x Price/ LTM earn
Slide 15: Strong Transaction Fundamentals
Strong Transaction Fundamentals • Immediately accretive in 2013 to both companies Greater than 20% EPS accretion in 2013 for UBNK excluding transaction costs Greater than 25% EPS accretion in 2014 for UBNK • Greater than 15% IRR (significantly above UBNK’s cost of capital) • Deploying excess capital
Slide 16: Summary
Summary Logical Market Extension Transaction • Pro forma entity has significant presence along the I-91 corridor • Strategic expansion consistent with UBNK’s business plan Strong Transaction Fundamentals and Attractive Financial Returns • Strong earnings accretion • Acceptable incremental earn back
Slide 17: Thank you.
Thank you. To access the conference call, please dial (877) 317-6789 FOR QUESTIONS, PLEASE CONTACT Mark A. Roberts, Executive Vice President and Chief Financial Officer (413) 787-1201 17
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