Salisbury Bancorp, Inc. and Riverside Bank Announce a Strategic Merger

Salisbury Bancorp, Inc. and Riverside Bank Announce a Strategic Merger

Combined Company to Have Assets Over $800 Million

LAKEVILLE, Conn., and POUGHKEEPSIE, N.Y., March 19, 2014 (GLOBE NEWSWIRE) --
Salisbury Bancorp, Inc. ("Salisbury") (Nasdaq:SAL), headquartered in
Lakeville, Connecticut and Riverside Bank, ("Riverside") headquartered in
Poughkeepsie, New York announced today that they have entered into a
definitive agreement and plan of merger in an all-stock transaction valued at
approximately $28 million, based on the closing price of Salisbury common
stock on March 18, 2014, pursuant to which Riverside will merge into Salisbury
Bank and Trust Company, the wholly-owned subsidiary of Salisbury ("Salisbury

Based on financial results as of December 31, 2013, the combined organization
would have approximately $808 million in total assets, $630 million in total
loans and $682 million in total deposits with 13 branch locations across
Connecticut, Massachusetts and New York. On a pro forma basis, the combined
bank will have a top 10 deposit market share in the combined four-county
market it serves and a top 2 deposit market share among the community banks
and bank holding companies serving such four-county market.

The merger is expected to be accretive to both Salisbury's and Riverside's
earnings per share by over 10 percent with fully phased in cost savings,
excluding the impact of potential revenue enhancement opportunities.
Additionally, Salisbury anticipates the transaction to be accretive to its
tangible common equity ratio, with the combined company's regulatory capital
ratios well in excess of regulatory minimums to support continued growth.

In the merger, Riverside shareholders will receive 1.350 shares of Salisbury
Bancorp, Inc. common stock for each share of Riverside Bank common stock. Upon
closing, Riverside shareholders will own approximately 37 percent of the stock
in the combined company.

Richard J. Cantele, Jr., President and Chief Executive Officer of Salisbury
and Salisbury Bank said, "We are delighted to announce our plans to partner
with Riverside. This merger presents a unique opportunity to solidify our
current presence in New York's Dutchess County and provides an entrance into
Orange County. These counties are attractive and growing banking markets and
ones we have had interest in for some time."

Mr. Cantele further commented, "This is a great fit from a cultural and
strategic perspective. Not only do our core banking principles, customer focus
and cultures align, but our branch networks provide a natural extension of
each company's stand-alone community presence.Additionally, Riverside's
strong commercial lending platform offers us greater loan portfolio
diversification and cross-sale opportunities that complement our residential
lending, trust and wealth management businesses. We believe the strategic
value of this transaction will enhance our franchise and create substantial
value for the shareholders of both entities."

Mr. Cantele concluded, "We look forward to partnering with Riverside to create
a bank with greater scale, product breadth and efficiency to compete more
effectively and deliver strong returns to our shareholders.We are excited
about the future of our combined company."

John M. Davies, President and Chief Executive Officer of Riverside, echoed
those sentiments by saying, "Given our compatible cultures with similar
community orientation, customer focus and our ability to meaningfully
contribute to the combined company, Salisbury was the clear choice as
Riverside's partner. This merger creates value for the customers, employees
and shareholders of both banks, and will strengthen our ability to support the
communities in which we operate."

Mr. Davies went on to state, "By partnering with Salisbury, our customers will
have an expanded range of financial products, provided by a team with a common
focus on superior service. Further, our stakeholders will benefit from the
presence of a strong, soundly managed bank committed to serving businesses and
individuals across our markets. We are excited about this partnership and
believe our combined growth prospects leave us well positioned in the

Upon completion of the transaction, Mr. Davies will serve as the President of
Salisbury Bank's New York Region. Further, Charles M. Andola, George Banta,
Michael D. Gordon, Polly Diane Hoe and Rudolph P. Russo will join Salisbury's
Board. Riverside's executive officers, Riverside's nominees to the Salisbury
Board of Directors and the other members of Riverside's Board of Directors,
have signed an agreement to vote their shares in favor of the merger. In the
aggregate, such voting agreements represent approximately 52.3% of the
outstanding Riverside Stock.

The transaction is subject to approval by the shareholders of Salisbury and
Riverside, as well as customary regulatory approvals. The transaction is
expected to close in the third or fourth calendar quarter of 2014.

Sterne, Agee & Leach, Inc.served as financial advisor to Salisbury and
rendered a fairness opinion in connection with the transaction. Cranmore,
FitzGerald & Meaney served as legal counsel to Salisbury. Keefe, Bruyette, &
Woods, a Stifel Company,served as financial advisor to Riverside and rendered
a fairness opinion. Windels Marx Lane & Mittendorf served as legal counsel to

Investor Information

An investor presentation discussing the proposed transaction will be available
for download by approximately 8:30 am EST on Wednesday, March 19, 2014 at
Salisbury's "Shareholder Relations" section of Salisbury's website at and will remain available for download for at least
ninety (90) days.

About Salisbury Bancorp, Inc.

Salisbury Bancorp, Inc. is the parent company of Salisbury Bank and Trust
Company, a Connecticut chartered commercial bank serving the communities of
northwestern Connecticut and proximate communities in New York and
Massachusetts, since 1848, through full service branches in Canaan, Lakeville,
Salisbury and Sharon, Connecticut, Dover Plains and Millerton, New York and
South Egremont and Sheffield, Massachusetts and our proposed branch in Great
Barrington, Massachusetts. Salisbury Bank offers a full complement of consumer
and business banking products and services as well as trust and wealth
advisory services.

About Riverside Bank

Riverside Bank is a New York State chartered commercial bank serving small and
medium sized businesses, professionals and individuals in the Hudson Valley
with branches in Poughkeepsie, Red Oaks Mill, Newburgh and Fishkill.Since
opening for business in 1988, Riverside Bank has always been committed to
providing outstanding products and service to its customers focusing on
serving small to medium sized businesses and professionals within its markets.


All non-historical statements in this press release (including without
limitation statements regarding the pro forma effect of the proposed
transaction, cost savings, the accretive nature of the proposed transaction,
revenue enhancement opportunities, anticipated capital ratios and capital,
positioning, value creation, growth prospects and timing of the closing)
constitute forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are
typically identified by words such as "believe," "expect," "anticipate,"
"intend," "target," "estimate," "continue," "positions," "prospects" or
"potential," by future conditional verbs such as "will," "would," "should,"
"could" or "may", or by variations of such words or by similar expressions.
Such forward-looking statements include, but are not limited to, statements
about the benefits of the business combination transaction involving Salisbury
and Riverside, including future financial and operating results, and the
combined company's plans, objectives, expectations and intentions. These
forward-looking statements are subject to numerous assumptions, risks and
uncertainties which change over time. Forward-looking statements speak only as
of the date they are made. Salisbury and Riverside assume no duty to update
forward-looking statements.

In addition to factors previously disclosed in Salisbury's reports filed with
the Securities and Exchange Commission, the following factors among others,
could cause actual results to differ materially from forward-looking
statements: ability to obtain regulatory approvals and meet other closing
conditions to the merger, including approval by Salisbury's and Riverside's
shareholders, on the expected terms and schedule; delay in closing the merger;
difficulties and delays in integrating the Salisbury and Riverside businesses
or fully realizing cost savings and other benefits; business disruption
following the proposed transaction; changes in asset quality and credit risk;
the inability to sustain revenue and earnings growth; changes in interest
rates and capital markets; inflation; customer borrowing, repayment,
investment and deposit practices; customer disintermediation; the
introduction, withdrawal, success and timing of business initiatives;
competitive conditions; the inability to realize cost savings or revenues or
to implement integration plans and other consequences associated with mergers,
acquisitions and divestitures; economic conditions; changes in Salisbury's
stock price before closing, including as a result of the financial performance
of Riverside prior to closing; the reaction to the transaction of the
companies' customers, employees and counterparties; and the impact, extent and
timing of technological changes, capital management activities, and other
actions of the Federal Reserve Board and legislative and regulatory actions
and reforms.

Annualized, pro forma, projected and estimated numbers are used for
illustrative purpose only, are not forecasts and may not reflect actual


In connection with the proposed merger, Salisbury will file with the
Securities and Exchange Commission ("SEC") a Registration Statement on Form
S-4 that will include a proxy statement of Salisbury and Riverside and a
prospectus of Salisbury, as well as other relevant documents concerning the
INFORMATION. Investors and shareholders of Salisbury and Riverside will be
able to obtain a free copy of the joint proxy statement/prospectus (when
available) containing information about Salisbury and Riverside, as well as
other filings containing information about Salisbury, at the SEC's website at The joint proxy statement/prospectus (when available) and the
other filings may also be obtained free of charge at Salisbury's website at


Salisbury and Riverside and certain of their respective directors, executive
officers and other members of management and employees, under the SEC's rules,
may be deemed to be "participants" in the solicitation of proxies from the
shareholders of Salisbury and Riverside in connection with the proposed merger
and related matters. Information regarding the directors and executive
officers of Salisbury and their ownership of Salisbury common stock is set
forth in the proxy statement for Salisbury's 2013 annual meeting of
shareholders, as filed with the SEC on Schedule 14A on April 30, 2013.
Information regarding the directors and executive officers of Riverside and
their ownership of Riverside common stock, and additional information
regarding the interests of the Salisbury and Riverside participants, may be
obtained by reading the joint proxy statement/prospectus when it becomes
available. Free copies of this document may be obtained as described in the
preceding paragraph.

This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction.

CONTACT: Salisbury Bancorp, Inc.
         Richard J. Cantele, Jr.
         President & Chief Executive Officer
         (860) 435-9801
         Riverside Bank
         John M. Davies
         President & Chief Executive Officer
         (845) 454-5511
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