Ballston Spa Bancorp, Inc. and NBC Bancorp, Inc. Receive Shareholder Approvals for Strategic Merger

Summary of Key Points

• Shareholder Approval: Ballston Spa Bancorp, Inc. (OTCQX: BSPA) and NBC Bancorp, Inc. (OTCID: NCXS) have received shareholder approvals to proceed with their pending merger.
• Anticipated Merger Completion: Companies expect to complete the merger on April 1, 2026, subject to the fulfillment of customary closing conditions set forth in the merger agreement.
• Regulatory Approvals: All necessary regulatory approvals for both the holding companies and their subsidiary banks have already been obtained.
• Merger Terms: Each outstanding share of NBC common stock will be converted into the right to receive 0.8065 shares of BSPA stock.
• Ownership Structure: Post-merger, BSPA shareholders will own approximately 66% of the combined entity, while NBC shareholders will own approximately 34%.

Detailed Analysis and Important Shareholder Information

The recently announced shareholder approvals are a major milestone for the merger of Ballston Spa Bancorp, Inc. and NBC Bancorp, Inc., two regional banking institutions based in Ballston Spa, NY, and Coxsackie, NY, respectively. This merger is a strategic move that aims to enhance the operational scale, customer reach, and financial strength of both banks.

Merger Structure and Timeline

• The National Bank of Coxsackie and its parent, NBC Bancorp, Inc., will merge into Ballston Spa National Bank and Ballston Spa Bancorp, Inc., with both Ballston Spa entities surviving the merger.
• The effective date is targeted for April 1, 2026, pending only routine closing conditions.
• All regulatory hurdles have been cleared, reducing the risk of delay or failure.

Share Conversion and Ownership Implications

• Each NBC common share will be exchanged for 0.8065 shares of BSPA. This exchange rate is critical for investors in both companies to assess the value of their holdings post-merger.
• The new ownership structure means BSPA shareholders will have a controlling stake (66%), while NBC shareholders will have significant minority ownership (34%).
• This conversion ratio and ownership split are likely to impact share prices of both BSPA and NBC, especially as the market digests the future earnings potential and synergies from the merger.

Synergies, Risks, and Forward-Looking Statements

• The companies expect operational synergies, cost savings, and financial benefits from the merger. However, there is no guarantee these will materialize within the expected timeframes or at projected levels.
• Potential risks highlighted include customer reactions, employee integration, credit and interest rate risks, inflation, and possible failure to achieve anticipated financial benefits.
• Any adverse reaction from customers or counterparties, or failure to realize expected benefits, could negatively impact the combined entity’s share price.
• The companies caution investors about forward-looking statements which are subject to numerous risks and uncertainties, many beyond management’s control.

Media and Investor Relations Contacts

Ballston Spa National Bank:
Media: Pamela J. Montpelier, Senior Vice President, Growth and Experience Officer ([email protected], 518-363-8634)
Investor Relations: James Dodd, Executive Vice President, Chief Financial Officer ([email protected], 518-363-8651)

National Bank of Coxsackie:
Media: Nicole Frisbee, Senior Vice President, Chief Administrative Officer ([email protected], 518-731-6161)
Investor Relations: Caitlin McCrea, Senior Vice President, Chief Financial Officer ([email protected], 518-731-6161)

Potential Impact on Share Prices

This merger announcement and shareholder approval are highly significant and could result in movement in the share prices of both BSPA and NBC. Investors should closely monitor the completion of the merger, the conversion ratio, and the realization of anticipated synergies. Any delays, negative customer reactions, or failure to achieve financial benefits could adversely affect share values.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Forward-looking statements are subject to risks and uncertainties. Investors are advised to conduct their own due diligence and consult with a professional financial advisor before making investment decisions.

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