DEFA14A 1 ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.     )

 

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

¨  Preliminary Proxy Statement

 

¨  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨  Definitive Revised Proxy Statement

 

¨  Definitive Additional Materials

 

x  Soliciting Material Pursuant to § 240.14a-12

 

 

CHITTENDEN CORPORATION

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

x  No fee required.

 

¨  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1)  Title of each class of securities to which transaction applies:
 
  (2)  Aggregate number of securities to which transaction applies:
 
  (3)  Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
 
  (4)  Proposed maximum aggregate value of transaction:
 
  (5)  Total fee paid:
 

 

¨  Fee paid previously with preliminary materials.

 

¨  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1)  Amount Previously Paid:
 
  (2)  Form, Schedule or Registration Statement No.:
 
  (3)  Filing Party:
 
  (4)  Date Filed:
 

 

Filed by Chittenden Corporation

Pursuant to Rule 14a-12

Under the Securities Exchange Act of 1934

This filing consists of a certain communication made in connection with the announcement of an Agreement and Plan of Merger, dated as of June 26, 2007, by and between Chittenden Corporation, a Vermont corporation (“Chittenden”), and People’s United Financial, Inc., a Delaware corporation (“People’s United”).

P
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1
Building the Premier
Regional Bank in the Northeast
June 27, 2007

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2
Forward-Looking Statement
This presentation contains statements that may be considered forward-looking statements within the meaning of
Section 27A
of
the
Securities
Act
of
1933
and
Section
21E
of
the
Securities
Exchange
Act
of
1934.
These
forward-
looking statements
are
intended
to
be
covered
by
the
safe
harbor
provisions
for
forward-
looking
statements
contained
in the Private Securities Litigation Reform Act of 1995, and this statement is included for purposes of complying with
these safe harbor provisions. These forward-looking statements are based on current plans and expectations, which are
subject to a number of risk factors and uncertainties that could
cause future results to differ materially from historical
performance or future expectations.  These differences may be the result of various factors, including, among others: 
(1) failure of the parties to satisfy the closing conditions in the merger agreement in a timely manner or at all; (2)
failure of
the
shareholders
of
Chittenden
Corporation
to
approve
the
merger
agreement;
(3)
failure
to
obtain
governmental approvals of the merger, or imposition of adverse regulatory conditions in connection with such
approvals; (4)
disruptions
to
the
parties’
businesses
as
a
result
of
the
announcement
and
pendency
of
the
merger;
(5)
costs or difficulties related to the integration of the businesses following the merger; (6) changes in general, national or
regional economic
conditions;
(7)
the
risk
that
the
cost
savings
and
any
other
savings
from
the
transaction
may
not
be
fully realized or may take longer than expected to realize (8) changes in loan default and charge-off rates; (9)
reductions in deposit levels necessitating increased borrowings to fund loans and investments; (10) changes in interest
rates; (11)
changes
in
levels
of
income
and
expense
in
noninterest
income
and
expense
related
activities;
and (12)
competition and its effect on pricing, spending, third-party relationships and revenues.
For additional factors that may affect future results, please see People’s United’s and Chittenden Corporation’s filings
with the Securities and Exchange Commission, including People’s United’s and Chittenden Corporation’s Annual
Report on Form 10-K for the year ended December 31, 2006. People’s United and Chittenden Corporation undertake
no obligation to publicly update or revise any forward-looking statement, whether as a result of new information,
future events or other changes

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Additional Information about this Transaction and Participants in this Transaction
Additional
Information
About
this
Transaction
In connection with the proposed merger, People’s United will file with the Securities and Exchange Commission (the
“SEC”) a Registration Statement on Form S-4 that will include a proxy statement of Chittenden that also constitutes a
prospectus of People’s United.  Chittenden will mail the proxy statement/prospectus to its stockholders.  Investors and
security holders are urged to read the proxy statement/prospectus regarding the proposed merger when it becomes
available because it will contain important information.  You may obtain a free copy of the proxy statement/prospectus
(when available) and other related documents filed by People’s United and Chittenden with the SEC at the SEC’s
website at
www.sec.gov.
The
proxy
statement/prospectus
(when
it
is
available)
and
the
other
documents
may
also
be
obtained for
free
by
accessing
People’s
United
website
at
www.peoples.com
under
the
tab
“Investor
Relations”
and
then under
the
heading
“Financial
Information”
or
by
accessing
Chittenden’s
website
at
www.chittendencorp.com
under
the
tab
“Investor
Resources
–
SEC
Filings”.
Participants in this Transaction
People’s United, Chittenden and their respective directors, executive officers and certain other members of
management and employees may be soliciting proxies from Chittenden stockholders in favor of the merger. 
Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation
of the Chittenden stockholders in connection with the proposed merger will be set forth in the proxy
statement/prospectus when it is filed with the SEC.  You can find information about the executive officers and
directors of People’s United in the final prospectus for its conversion filed with the SEC on March 21, 2007.  You can
find information about Chittenden’s
executive officers and directors in its definitive proxy statement filed with the
SEC on March 9, 2007.  You can obtain free copies of these documents from People’s United or Chittenden using the
contact information above.

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Transaction Rationale
Strategically Compelling
•
Creates premier regional banking franchise in New England
•
Combines two high-performing banks with similar balance sheets
and businesses
•
Provides size and scale for future growth
Financially Attractive
•
IRR in excess of People’s United cost of capital (13% IRR)
•
Significantly accretive to EPS in year 1
•
Transaction structure provides People’s United with continued
balance sheet and capital flexibility

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Contiguous or near-contiguous markets
Bank-like balance sheet, business model
and operating philosophy
IRR above People’s United cost of capital
Accretive to EPS in year 1
Promises Made…
Promises Kept

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Key Deal Terms
Purchase Price per CHZ Share:
$37.00
(1)
Consideration:
55% cash / 45% stock
Pricing Formula:
PBCT stock price
(1)
*1.95*0.45 + $37*0.55
Aggregate Purchase Price:
$1.9 billion
(2)
Premium to Market:
31%
(3)
Approvals:
Regulatory and Chittenden shareholders
Termination Fee:
$65 million
Board Representation:
2 board seats
Anticipated Closing:
First quarter 2008
Due Diligence:
Completed
Notes:
(1)
Purchase price
at
closing
will
vary
with
the
movements
in
PBCT
stock
price;
e.g.,
if
PBCT
price
at
closing
is
$18.97,
the
purchase
price
is
$37.00.
See
Appendix
for
further
detail
on pricing mechanics
(2)
Assumes current
shares
outstanding
of
51
million,
including
net
options
(pro
forma
for
Merrill
Merchants
Bankshares
which
closed
on
5/31/07
and
the
pending
acquisition
of
Community Bank & Trust Company announced on 6/4/07).
(3)
Based upon June 26, 2007 closing price of CHZ.

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Pricing Multiples in Line
PBCT / CHZ
(2)
Mean of Comparable
Transactions
(1)
Notes:
(1)
Comparable transactions include selected bank and thrift transactions with deal value greater than $1 billion, announced after January 1,
2004. Source: SNL and FactSet
(2)
Financial
data
as
of
March
31,
2007;
pro
forma
for
Merrill
Merchants
Bankshares
which
closed
on
5/31/07
and
the
pending
acquisition
of
Community
Bank
&
Trust
Company
announced
on
6/4/07;
ROA
and
ROE
not
pro
forma
(3)
Based on I/B/E/S mean EPS estimate for Q3’07 ($0.50), Q4’07 ($0.52), Q1’08 ($0.50) and Q2’08 ($0.51).
Price / NTM EPS (x)
18.2
18.6
Price / Tangible Book Value (x)
4.3
3.7
Core Deposit Premium (%)
26
31
Price / Book Value (x)
2.2
2.6
ROA (%)
1.26
1.08
ROE (%)
12.2
12.0
Financial Performance
(3)
CHZ
Seller Average

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Overview of Chittenden
•
Multi-bank holding company headquartered in Burlington, VT
•
141 branches
in
VT,
NH,
MA,
ME
and
CT
through
six
bank
subsidiaries
(1)
•
Assets of
$7.6
billion;
deposits
of
$6.2
billion
(1)
•
Three primary business lines: Commercial Banking, Community Banking,
Wealth Management
–
Commercial loans
represent
70%
of
total
loans
(1)
–
Core deposits
comprise
80%
of
total
funding
(1)
–
$2.4 billion
in
assets
under
full
discretionary
management
(1)
•
Excellent credit quality with net charge-offs averaging 0.14% over the
last 5 years
Note:
(1)
Pro
forma
for
Merrill
Merchants
Bankshares
which
closed
on
5/31/07
and
the
pending
acquisition
of
Community
Bank
&
Trust
Company
announced
on
6/4/07

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9
Expanding Outside CT
Note:
(1)
Pro
forma
for
Merrill
Merchants
Bankshares
which
closed
on
5/31/07
and
the
pending
acquisition
of
Community
Bank
&
Trust
Company
announced
on
6/4/07
•
Diversified footprint with 300+
branches and $16 billion in deposits
across six states
•
Considerable scarcity value as only
major independent bank with
presence across Northeast
PBCT (160 Branches)
CHZ (141 Branches)
NH
(1)
MA
VT
CT
ME
(1)
% of
Deposits
8
7
18
62
5
Branches
39
20
51
160
30
NY
-
1
CT
MA
RI
VT
Bridgeport
Providence
Springfield
Worcester
Boston
Manchester
Bennington
Burlington
Portland
NH
89
91
93
195
495
84

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10
3.5
2.6
PBCT
CHZ
Entry into Attractive New Markets
Projected
Population
Growth
(%)
(1)
Note:
(1)
2006
–
2011
projected
change
weighted
by
MSA
deposits;
pro
forma
for
Merrill
Merchants
Bankshares
and
Community
Bank
&
Trust
Company
transactions
(2)
Pro
forma
Merrill
Merchants
Bankshares
which
closed
on
5/31/07
and
the
pending
acquisition
of
Community
Bank
&
Trust
Company
announced
on
6/4/07
Market
CHZ
Deposits
(2)
($Bn)
Total
Population
Businesses
Median
Age
Vermont
2.9
620,000
30,000
34
Greater Portland
0.4
470,000
20,000
35
Southern NH / Seacoast
1.4
1,000,000+
40,000
37
Greater Worcester
0.5
777,000
25,000
36
Greater Springfield
0.6
850,000
23,000
36
Greater Bangor
0.4
147,000
6,000
37

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Compatible Operating Models
•
Low cost, stable core deposit funding
•
Emphasis on relationship-driven commercial lending
•
Strong liquidity position –
minimal wholesale leverage
•
Disciplined loan and deposit pricing
•
Conservative underwriting standards
•
Focus on customer experience and convenience
•
Local bank of choice

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Low Execution Risk
•
Multi-bank operating structure to remain in place
•
Conservative cost savings assumptions
•
Revenue enhancements identified but not assumed in financial
analysis
•
Experienced combined senior management team
•
Comprehensive due diligence performed
•
Compatible cultures and similar approach to business

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13
3.94
3.44
4.06
CHZ
PBCT
Peers
Superior
Profitability
and
Balance
Sheet
(1)
(2)
0.6
19.2
5.3
CHZ
PBCT
Peers
Notes:
(1)
At or for the quarter ended March 31, 2007; PBCT profitability ratios not pro forma for second step conversion
(2)
See Appendix for Peers; Peer data based on SNL Securities
Net Interest Margin (%)
Borrowings / Assets (%)
93.0
106.0
86.0
CHZ
PBCT
Peers
(2)
Loans / Deposits (%)
1.27
1.11
1.26
CHZ
PBCT
Peers
(2)
Return on Assets (%)
(2)

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14
Low Cost Funding Sources
Noninterest-Bearing Deposits
Borrowings
Interest-Bearing Deposits
Cost of Funds
Chittenden
16
6
78
2.60
People’s
United
23
1
76
2.38
Peers
(2)
11
24
62
3.32
As a
%
of
Total
Funding
(1)
Advantage Over Peers
94bp
–
72bp
Notes:
(1)
Based on average balances for the quarter ended March 31, 2007; total funding defined as total deposits plus borrowings
(2)
See Appendix for Peers; Peer data based on SNL Securities

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Conservative Financial Assumptions
•
55% cash / 45% stock consideration
•
Net income estimates based on I/B/E/S mean EPS
•
$38MM pre-tax cost-savings (approximately 18% of CHZ
noninterest
expense); 50% realized in 2008, 100% thereafter
•
After-tax restructuring charge of $38MM
•
Pre-tax cost of cash of 5.25%
•
Core Deposit Intangibles at 2.75% of deposits amortized over 10
years, sum-of-the-years-digits
•
Chittenden pro forma for Merrill Merchants Bankshares and the
pending acquisition of Community Bank & Trust Company

16
Illustrative Financial Impact –
Significant Accretion
Acquisition Adjustments (After-Tax)
Add-back of CHZ Existing Intangible Amortization
PBCT Estimated EPS (Based on I/B/E/S)
(1)
CHZ Estimated EPS (Based on I/B/E/S)
(2)
PBCT Net Income
CHZ Net Income
Combined Net Income
Cost Savings (18% of CHZ NIE) –
100% Phase-in Illustrative
Financing Cost (5.25% Pre-Tax Cost of Cash)
CDI (2.75% of Deposits Sum-of-the-Years-Digits over 10 Years)
Pro Forma Net Income
Pro Forma Shares
Pro Forma EPS ($)
EPS Accretion / (Dilution) to I/B/E/S Estimate (%)
2007E with 100%
Cost Saves (Illustrative)
0.70
1.92
204
96
300
25
(36)
(20)
271
334
0.81
15.7
($MM, Except per Share Amounts)
3
Notes:
(1)
Excludes impact of funding charitable foundation
(2)
Adjusted to exclude impact of investment portfolio transactions announced on 5/16/07

17
IRR Exceeds Cost of Capital
IRR (%)
Total Flows
Terminal Value –
Synergies
(4)
Terminal Value –
Company
(4)
A/T Synergies
Dividends
(3)
A/T Restructuring Charge
Aggregate Price
(1)
2,740
454
2,139
30
117
139
29
110
130
28
102
122
27
96
102
13
89
13
(1,884)
30
(38)
(1,875)
2012
2011
2010
2009
2008
2007
Projections
Notes:
(1)
Assumes purchase price of $36.77 per share based on closing price of PBCT as of June 26, 2007
(2)
Assumes I/B/E/S mean EPS of $2.11 in 2008 grown at 8% thereafter
(3)
Assumes target tangible common equity ratio of 6.0%
(4)
Assumes terminal multiple of 14.5x estimated 2013 earnings adjusted for incremental opportunity cost of additional dividends
Net Income
(2)
144
133
123
114
106

18
Conclusion: A Compelling Transaction
Expanding into New
Markets
Meets All Financial
and Strategic Criteria
Low Risk Execution
•
Diversifies franchise outside of Connecticut
•
Preserves strategic value –
unique Northeast footprint
•
Platform for additional de novo and acquisition-driven growth
•
Combines two high performing, commercial-oriented banks
•
Contiguous and near-contiguous markets
•
IRR in excess of cost of capital
•
Accretive to EPS in year 1
•
Track record of disciplined execution and superior operating
performance at both banks
•
Chittenden multi-bank operating structure to continue
•
Minimal
employee/customer
disruption
–
no
planned
branch
closures
•
Conservative cost savings assumptions

19
Appendix

20
Commercial Oriented Loan Mix
13
28
27
32
(%)
1,947
4,133
4,028
4,740
($MM)
14
20
26
40
(%)
1,285
1,822
2,440
3,764
($MM)
12
42
29
18
(%)
662
2,311
1,588
976
($MM)
14,847
9,310
5,537
Total
Consumer
Commercial Real Estate
Commercial
Residential Mortgage
Loan Type
(1)
Combined
PBCT
CHZ
(2)
Notes:
(1)
At March 31, 2007.
(2)
Pro
forma
for
Merrill
Merchants
Bankshares
which
closed
on
5/31/07
and
the
pending
acquisition
of
Community
Bank
&
Trust
Company
announced
on
6/4/07

21
Strong Core Deposit Base
4
35
21
16,191
643
5,608
3,326
6
37
23
9,968
643
3,695
2,333
–
31
16
6,223
–
1,913
993
Total Deposits
Escrow Funds
Time
41
6,616
33
3,298
53
3,318
Savings, Interest-Bearing
Checking and Money Market
Non-Interest-Bearing
(%)
($MM)
(%)
($MM)
(%)
($MM)
Deposit Type
(1)
Combined
PBCT
CHZ
(2)
Notes:
(1)
At March 31, 2007.
(2)
Pro
forma
for
Merrill
Merchants
Bankshares
which
closed
on
5/31/07
and
the
pending
acquisition
of
Community
Bank
&
Trust
Company
announced
on
6/4/07

22
Conservative Credit Culture
Notes:
(1)
At
March
31,
2007;
not
pro
forma
for
Merrill
Merchants
Bankshares
which
closed
on
5/31/07
and
the
pending
acquisition
of
Community
Bank
&
Trust
Company
announced on 6/4/07
(2)
See Appendix for Peers; Peer data based on SNL Securities.
Reserves / Loans (%)
Reserves / NPAs
+ 90s (%)
NCOs / Avg. Loans (%)
NPAs
/ Assets (%)
CHZ
1.34
235
0.08
0.36
PBCT
0.80
384
0.01
0.17
Peers
(2)
1.00
194
0.14
0.32
Metric
(1)

23
Pro Forma Balance Sheet
Equity / Assets
Borrowings / Assets
Securities / Assets
Loans / Deposits
Key Ratios
Total Equity
Shareholders’
Equity
Total Liabilities
Other Liabilities
Borrowings
Deposits
Liabilities
Total Assets
Other Assets
Intangibles
Loans
Securities and S-T Investments
Assets
($MM)
23.3
2
14
92
5,172
17,051
341
520
16,191
22,223
1,302
1,646
14,847
4,429
PBCT
Pro Forma
10.9
16
89
827
6,748
78
447
6,223
7,575
418
395
5,537
1,225
CHZ
Standalone
(3)
29.8
21
93
4,355
10,243
203
73
9,968
14,598
922
105
9,310
4,262
PBCT
Post-Conversion
11.7
1
1
93
1,359
10,243
203
73
9,968
11,602
902
105
9,310
1,286
PBCT
3/31/07
Tang. Com. Eq. / Tang. Assets
17.1
6.0
29.3
10.9
6
1
Adjustments
2,996
(2)
2,976
20
(1)
Notes:
(1)
Deferred tax benefit related to contribution to charitable foundation
(2)
Net of adjustments related to ESOP, RRP, MHC capital contribution and charitable foundation. RRP must be approved by shareholders
(3)
Pro forma for Merrill Merchants Bankshares
which closed on 5/31/07 and the pending acquisition of Community Bank & Trust Company announced on 6/4/07

24
Exchange Ratio Illustration
24.00
23.00
22.00
21.00
20.00
18.71
19.00
18.00
17.00
16.00
Hypothetical
PBCT Stock
Price
(1)
0.49
0.50
0.51
0.52
0.54
0.55
0.55
0.56
0.58
0.59
Approximate Percent
of Primary Shares
Receiving
Cash
0.51
0.50
0.49
0.48
0.46
0.45
0.45
0.44
0.42
0.41
Approximate Percent
of Primary Shares
Receiving
Stock
41.41
40.53
39.66
38.78
37.90
36.77
37.02
36.15
35.27
34.39
Value of
Consideration
per CHZ
Share
(2)
1.725
1.762
1.803
1.847
1.895
1.965
1.949
2.008
2.075
2.149
Implied
Exchange
Ratio for
CHZ Holders
Electing Stock
at Closing
% Cash
% Stock
Purchase Price per Share
Current PBCT Price
Pricing Formula
= $37*0.55 + 0.45*1.95*PBCT average stock
price 5 days prior to Closing Date
Notes:
(1)
Based on the average of PBCT closing share price for the five day period prior to the effective time.
(2)
See Pricing Formula above.
55.0
45.0
37.00
18.71

25
Peer Group Composition
•
Peer group
includes
banks
and
thrifts
with
market
values
from
$2
–
11Bn
in
the
Northeast,
Mid-Atlantic
and Midwest
regions
(1)
•
Peer group members:
–
Sovereign Bancorp (Thrift)
–
Comerica (Bank)
–
Hudson City (Thrift)
–
Commerce Bancorp (Bank)
–
Huntington (Bank)
–
New York Community (Thrift)
–
Associated Banc-Corp (Bank)
–
TCF Financial (Bank)
–
Commerce Bancshares (MO) (Bank)
–
Valley National (Bank)
–
Wilmington Trust (Bank)
–
Astoria (Thrift)
–
Fulton Financial (Bank)
–
Webster Financial (Bank)
Note:
(1)
Excludes Sky Financial and Investors Financial Services given pending ownership changes; also excludes MHCs