Newark, Ohio-based Park National Corp. first secured an 8.55% ownership in Charlotte, N.C.-based NewDominion Bank in November 2016, after the former exchanged its NewDominion preferred stock for voting and nonvoting common stock.
It was nearly a year after when Park National filed a letter of intent proposing to acquire NewDominion in an all-stock deal priced at $1.08 per share. NewDominion executed said letter in November 2017 and after a month, it received an initial draft of the merger agreement that provided for a 100%-stock consideration.
The parties continued to negotiate the terms of the deal. In January, they agreed to modify the mix of the merger consideration, provided that the aggregate consideration would consist of 60% stock and 40% cash.
The merger agreement, in which Park National is acquiring the 91.45% of NewDominion Bank that it does not already own, was executed after markets closed on Jan. 22. The $76.4 million deal, in which NewDominion shareholders may elect to receive either 0.01023 Park common share or $1.08 in cash for each NewDominion share held, was announced the next day.
The deal includes a termination fee of $4.2 million, payable to Park National Bank under certain circumstances.
