Sale of The Wilton Bank is announced to group that owns The Bank of New Canaan

BNC Financial Group Inc., the holding company for the Bank of New Canaan and the Bank of Fairfield, announced a definitive merger agreement in which it will acquire Wilton Bank for approximately $5 million. The Wilton Bank will be merged into The Bank of New Canaan, BNC announced Friday.

The acquisition will add to BNC Financial Group (OTC Bulletin Board: BNFI) approximately $75.1 million in assets, bringing its total assets to $700 million, according to a BNC press release. The transaction will expand BNC Financial Group’s presence in Fairfield County, where it currently has five branches and one loan production office.

Under the terms of the merger agreement, stockholders of Wilton Bank will have the right to receive $13.50 in cash (subject to adjustment under certain conditions) in exchange for each share of the Wilton Bank held by them. BNC Financial Group expects no tangible book value dilution at close, officials said.

“We are excited to expand our presence in Fairfield County and to welcome the Wilton Bank’s customers to The BNC Financial Group family,” Peyton R. Patterson, president and chief executive officer of BNC Financial Group, said. “Together, we will continue to be the hometown bank serving the local community, but with a far greater array of services to offer individuals and businesses in the Wilton market.”

The transaction, which has been unanimously approved by the Board of Directors of both BNC Financial Group and Wilton Bank, is expected to close in the fourth quarter of 2013.

“The BNC Financial Group is made up of like-minded community banks and we are delighted to be partnering with them,” Charles F. Howell, president, treasurer and chief executive officer of Wilton Bank, said. “Their excellent reputation for exceptional service, credit quality and community-giving make us a winning combination.”

The transaction closing is subject to certain conditions, including the approval by Wilton Bank’s stockholders and customary regulatory approvals. BNC Financial Group plans to establish a Wilton Advisory Board in an effort to promote continuity and maintain the positive legacy The Wilton Bank has established in the community.

Keefe, Bruyette & Woods, a Stifel Company, served as financial adviser to BNC Financial Group and Robinson & Cole, LLP acted as BNC Financial Group’s legal counsel. Sandler O’Neill & Partners, L.P. acted as financial adviser to The Wilton Bank and Hinckley, Allen & Snyder LLP acted as its legal counsel.

About BNC Financial Group, Inc. and Wilton Bank

BNC Financial Group is a federally regulated bank holding company in New Canaan. BNC Financial Group operates two state-chartered commercial bank subsidiaries, Bank of New Canaan and Bank of Fairfield. The Bank of New Canaan operates a division in Stamford under the name, Stamford First Bank. Each bank is FDIC-insured and provides a full range of banking services to commercial and consumer customers, primarily located within its community and the surrounding area.

The Wilton Bank is a state-chartered commercial bank in Wilton, whose deposits are insured by the FDIC. The Wilton Bank provides a full range of banking services to commercial and consumer customers, primarily located within its community and the surrounding area.