Bankwell Financial Group, Inc. ("Bankwell") (OTC Bulletin Board: BWFG), the holding company for Bankwell Bank, and Quinnipiac Bank & Trust Company ("Quinnipiac") today announced the execution of a definitive merger agreement pursuant to which Bankwell will acquire Quinnipiac through the merger of Quinnipiac into Bankwell Bank.  The acquisition will add approximately $100 million in assets to Bankwell, bringing total assets to $880 million, as of the most recent reporting period.  The transaction will expand Bankwell's presence beyond Fairfield County, where it currently has six branches, and one loan production office, into New Haven County, where it will add Quinnipiac, headquartered in Hamden, Connecticut.  Mark Candido, Quinnipiac President and Chief Executive Officer, and Dick Barredo, Executive Vice President and Chief Lending Officer, will remain with Bankwell in senior positions after the transaction closes.

Under the terms of the definitive agreement, 25% of the Quinnipiac shares will be exchanged for $12.00 in cash ($3.6 million in aggregate) and 75% of the Quinnipiac shares will each be exchanged for 0.56 shares of BWFG stock (subject to a maximum issuance of 510,169 BWFG shares). Quinnipiac shareholders may elect to receive cash, stock, or a combination thereof, subject to proration as set forth in the merger agreement.  Based on the number of shares of Quinnipiac stock currently outstanding, the amount of total consideration to be paid by Bankwell is currently valued at approximately $15.0 million.  Bankwell anticipates that the acquisition will be accretive to earnings per share immediately with a tangible book value earnback period of approximately four years.

Mark Candido, President and Chief Executive Officer of Quinnipiac Bank & Trust Company notes, "Bankwell Financial Group is a like-minded community bank, and we are delighted to be partnering with them. Their outstanding reputation for exceptional service, credit quality and community-giving make us a winning combination."  Additionally Candido stated, "I am excited about our increased capacity to lend, which will have a positive impact on the communities we serve."

The transaction, which has been unanimously approved by the Board of Directors of both Bankwell and Quinnipiac, is expected to close in the third quarter of 2014.  The transaction closing is subject to certain conditions, including the approval by Quinnipiac's stockholders and customary regulatory approvals.  Bankwell plans to establish an Advisory Board of Quinnipiac Directors in an effort to promote continuity and maintain the positive legacy that Quinnipiac Bank & Trust Company has established in the Greater New Haven community. One Director from Quinnipiac's current Board will also join the Bankwell Board at Closing.