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Published on 6/17/2009 in the Prospect News Special Situations Daily.

Beverly National, Danvers Bancorp agree to combine in all-stock deal

By Lisa Kerner

Charlotte, N.C., June 17 - Beverly National Corp. will merge with and into Danvers Bancorp, Inc. in a transaction valued at $61.95 million, it was announced on Wednesday.

Under the companies' merger agreement, Beverly stockholders will receive 1.66 shares of Danvers common stock in exchange for each common share of Beverly.

The transaction, slated to close in the fourth quarter, is valued at approximately $23.04 per share.

A termination fee of $2.48 million is included in the agreement, according to a form 8-K filed on Wednesday with the Securities and Exchange Commission.

Danvers chairman, president and chief executive officer Kevin T. Bottomley will lead the combined company. Beverly president and CEO Donat A. Fournier will become an executive vice president and a member of the senior executive management team at Danvers.

The pro forma company will have approximately $2.2 billion in combined assets and approximately $1.6 billion in deposits, according to a joint news release from the companies.

Danvers will expand its board to include three current independent members of Beverly's board, the companies said.

"This transaction is a combination of two complementary business models which we believe will increase our earnings prospects in the near- and long-term," Bottomley said in the release.

Endicott Financial Advisors, LLC advised Danvers, and Sandler O'Neill + Partners, LP advised Beverly on the transaction.

Danvers is the holding company of Danversbank based in Danvers, Mass.

Beverly, located in Beverly, Mass., is the holding company for Beverly National Bank.

Acquirer:Danvers Bancorp, Inc.
Target:Beverly National Corp.
Announcement date:June 17
Price per share:1.66 Danvers shares
Termination fee:$2.48 million
Expected closing:Fourth quarter of 2009
Stock price of target:Amex: BNV: $16.90 on June 16

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