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EXHIBIT 2.2
AMENDMENT
No. 1
TO
AGREEMENT AND PLAN OF
MERGER
by and
between
CAMDEN NATIONAL
CORPORATION
and
UNION BANKSHARES
COMPANY
Dated as of
September 21, 2007
This AMENDMENT No. 1
TO AGREEMENT AND PLAN OF MERGER (this “Amendment”)
is dated as of September 21, 2007, by and between Camden
National Corporation, a Maine corporation (“Buyer”),
and Union Bankshares Company, a Maine corporation (the
“Company”).
WHEREAS , the parties
entered into that certain Agreement and Plan of Merger dated as of
August 13, 2007 (the “Merger Agreement”);
and
WHEREAS, the parties
desire to amend the Merger Agreement pursuant to Section 9.3
thereof as provided herein.
NOW, THEREFORE , in
consideration of the mutual promises herein contained and for other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as
follows:
| 1. |
The following sentence of Section 2.1 of the Merger
Agreement shall be deleted in its entirety: |
“Each share of Company
Common Stock issued and outstanding immediately prior to the
Effective Time shall become and be converted into, as provided in
and subject to the limitations set forth in this Agreement, the
right to receive at the election of the holder thereof as provided
in Section 2.4 either: (i) $68.00 in cash (the “
Cash Consideration ”); or (ii) 1.9106 shares (the
“ Exchange Ratio ”) of Buyer Common Stock (the
“ Stock Consideration ”). The Cash Consideration
and the Stock Consideration are sometimes referred to herein
collectively as the “ Merger Consideration
.”
and shall be replaced with the
following:
“Each share of Company
Common Stock issued and outstanding immediately prior to the
Effective Time, excluding Dissenting Shares, shall become and be
converted into, as provided in and subject to the limitations set
forth in this Agreement, the right to receive at the election of
the holder thereof as provided in Section 2.4 either:
(i) $68.00 in cash (the “ Cash Consideration
”); or (ii) 1.9106 shares (the “ Exchange
Ratio ”) of Buyer Common Stock (the “ Stock
Consideration ”). The Cash Consideration and the Stock
Consideration are sometimes referred to herein collectively as the
“ Merger Consideration .”
| 2. |
The following sentence of Section 2.4(a) of the Merger
Agreement shall be deleted in its entirety: |
“Each Election Form
shall permit the holder of record of Company Common Stock (or in
the case of nominee record holders, the beneficial owner through
proper instructions and documentation) to (i) elect to receive
the Cash Consideration for all or a portion of such holder’s
shares (a “ Cash Election ”), (ii) elect to
receive the Stock Consideration for all or a portion of such
holder’s shares (a “Stock Election”), or
(iii) make no election with respect to the receipt of the Cash
Consideration or the Stock Consideration (a “
Non-Election ”); provided that ,
notwithstanding any other provision of this Agreement, sixty
percent (60%) of the total number of shares of Company Common
Stock issued and
outstanding immediately prior
to the Effective Time (the “ Stock Co
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