UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 27, 2007
CAMDEN NATIONAL CORPORATION
(Exact name of Registrant as specified in charter)
MAINE 01-28190 01-0413282
(State or other jurisdiction (Commission (IRS employer
of incorporation) File Number) Identification No.)
Two Elm Street, Camden, Maine 04843
(Address of principal executive offices) (Zip Code)
(207) 236-8821
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[X] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
On November 27, 2007, Camden National Corporation ("Camden") issued a
press release announcing that its Board of Directors has authorized Camden to
seek approval to transfer the listing of its shares of common stock from the
American Stock Exchange ("AMEX") to the NASDAQ Global Select Market ("NASDAQ").
Upon transfer, Camden expects to retain the trading symbol "CAC." Camden
anticipates that such transfer, if approved by NASDAQ, will be effective on or
about January 1, 2008.
Under the terms of the Agreement and Plan of Merger between Camden and
Union Bankshares, dated as of August 13, 2007, as amended, pursuant to which
Union Bankshares will merge with and into Camden (the "Merger"), Camden agreed
to use its reasonable best efforts to obtain approval for listing on AMEX the
shares of Camden common stock to be issued to Union Bankshares shareholders in
the merger. In addition, one of the closing conditions to the Merger is that the
shares of Camden stock to be issued to Union Bankshares shareholders shall have
been approved for listing on AMEX. In the event that Camden common stock is
traded on NASDAQ rather than AMEX at the closing of the Merger, Camden will seek
a waiver under the Merger Agreement from these requirements. In return, Camden
will agree to use its reasonable best efforts to obtain approval for listing on
NASDAQ the shares of Camden common stock to be issued to Union Bankshares
shareholders in the Merger, and will agree that, as a closing condition to the
Merger, the shares of Camden stock to be issued to Union Bankshares shareholders
shall have been approved for listing on NASDAQ. Union Bankshares has informed
Camden that it will grant this waiver if so requested.
The full text of the press release in attached as Exhibit 99.1 to this
Current Report on Form 8-K.
Additional Information and Where to Find It
In connection with the proposed Merger of Union Bankshares with and into
Camden, Camden and Union Bankshares have filed relevant materials with the SEC,
including the registration statement on Form S-4 containing a proxy
statement/prospectus dated October 23, 2007. INVESTORS ARE URGED TO READ THESE
MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT CAMDEN, UNION
BANKSHARES AND THE MERGER. The proxy statement/prospectus and other relevant
materials, and any other documents filed by Camden or Union Bankshares with the
SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In
addition, investors may obtain free copies of the documents filed with the SEC
by Camden by directing a written request to Camden National Corporation, Two Elm
Street, Camden, Maine 04843, Attention: Suzanne Brightbill, and free copies of
the documents filed with the SEC by Union Bankshares by directing a written
request to Union Bankshares Company, 66 Main Street, Ellsworth, Maine 04605,
Attention: Clerk.
Participants in Solicitation
Information about the directors and executive officers of Camden and Union
Bankshares and information about any other persons who may be deemed
participants in this transaction is included in the proxy statement/prospectus
dated October 23, 2007. You can find information about Camden's directors and
executive officers in the proxy statement for Camden's annual meeting of
stockholders filed with the SEC on March 21, 2007. You can find information
about Union Bankshares's directors and executive officers in the proxy
statement/prospectus dated October 23, 2007. You can obtain free copies of these
documents from the SEC, Camden or Union Bankshares using the contact information
above.
Forward-Looking Statements
This report 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. Forward-looking statements
can be identified by the use of the words "believe," "expect," "anticipate,"
"intend," "estimate," "assume," "will," "should," and other expressions which
predict or indicate future events or trends and which do not relate to
historical matters. Forward-looking statements should not be relied on, because
they involve known and unknown risks, uncertainties and other factors, some of
which are beyond the control of Camden and Union Bankshares. These risks,
uncertainties and other factors may cause the actual results, performance or
achievements of Camden and Union Bankshares to be materially different from the
anticipated future results, performance or achievements expressed or implied by
the forward-looking statements.
2
Some of the factors that might cause these differences include the
following: (i) failure of the parties to satisfy the closing conditions in the
Merger Agreement in a timely manner or at all; (ii) failure of the shareholders
of Union Bankshares to approve the Merger Agreement; (iii) failure to obtain
governmental approvals of the Merger, or imposition of adverse regulatory
conditions in connection with such approvals; (iv) disruptions in the businesses
of the parties as a result of the pendency of the Merger; (v) integration costs
following the merger, (vi) changes in general, national or regional economic
conditions; (vii) changes in loan default and charge-off rates; (viii)
reductions in deposit levels necessitating increased borrowing to fund loans and
investments; (ix) changes in interest rates; (x) changes in laws and
regulations; (xi) changes in the size and nature of the Camden's competition;
(xii) failure to obtain NASDAQ's approval to list Camden's common stock on
NASDAQ and (xiii) changes in the assumptions used in making such forward-looking
statements. Other factors could also cause these differences. For more
information about these factors please see Camden's and Union Bankshares'
filings with the SEC, including their Annual Report on Form 10-K on file with
the Securities and Exchange Commission ("SEC"). All of these factors should be
carefully reviewed, and readers should not place undue reliance on these
forward-looking statements. These forward-looking statements were based on
information, plans and estimates at the date of this report, and the Company
does not promise to update any forward-looking statements to reflect changes in
underlying assumptions or factors, new information, future events or other
changes.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are filed with this Report:
Exhibit No. Description
----------- -----------
99.1 Press Release issued by Camden National Corporation on
November 27, 2007.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Company has duly caused this report to be filed on its behalf by
the undersigned thereunto duly authorized.
CAMDEN NATIONAL CORPORATION
By: /s/ Sean G. Daly Date: November 27, 2007
---------------------------------
Sean G. Daly
Chief Financial Officer and Principal
Financial & Accounting Officer