PARAMUS, N.J. and BUFFALO, N.Y., Aug. 27,
2012 /PRNewswire/ -- Hudson City Bancorp, Inc. (NASDAQ:
HCBK) ("Hudson City") and M&T
Bank Corporation (NYSE: MTB) ("M&T") announced today that they
have entered into a definitive agreement under which Hudson City will merge into a subsidiary of
M&T, expanding the premier community banking franchise in the
eastern United States.
Under terms of the agreement, each Hudson City share will receive consideration
valued at 0.08403 of an M&T share in the form of either M&T
stock or cash, based upon the election of each Hudson City shareholder, subject to proration
as specified in the merger agreement (which provides for an
aggregate split of total consideration of 60% common stock of
M&T and 40% cash). Based on the closing price of M&T
stock on August 24, 2012, the
transaction is valued at approximately $3.7
billion. The transaction is expected to be immediately
accretive to the combined company's capital ratios, capital
generation and tangible book value per share, as well as its GAAP
and operating earnings per share.
"This merger creates tremendous opportunities to build on the
successes that each company has achieved individually in its own
markets," said Hudson City Chairman and CEO, Ronald E. Hermance, Jr. "Hudson City recently embarked on a
diversification of our product lines and our balance sheet.
This transaction accelerates that transformation. As we
combine Hudson City's attractive
retail network with M&T's full service commercial banking
suite, our stakeholders will participate in the growth of one of
the nation's strongest and most successful banking franchises."
"M&T, which was established in 1856, and Hudson City, founded in 1868, have been
serving their customers and communities for generations, and we
look forward to building on that long history and tradition
together in the future," said Robert G.
Wilmers, M&T Chairman and CEO.
M&T will acquire Hudson
City's network of 135 branch offices, which are located in
New Jersey (97 branches),
downstate New York (29 branches)
and Fairfield County, Connecticut
(9 branches). M&T's existing branch network is adjacent
to Hudson City's franchise, with
very little overlap. The combined network of 870 branches
will stretch from Connecticut to
Virginia.
M&T expects to gain approximately $25
billion in deposits and $28
billion in loans from the merger (before acquisition
accounting adjustments), giving M&T the fourth largest deposit
share in New Jersey.
"To the customers and communities now served by Hudson City, M&T brings a wider array of
banking products and services," continued Wilmers. "As a
thrift, Hudson City focused
primarily on deposits and mortgages. M&T will build on
Hudson City's loyal customer base
to create a comprehensive community banking franchise that provides
a full range of checking and savings accounts, debit and credit
cards, home equity loans and other lending options, plus small
business and commercial banking services and our premier wealth
management and corporate trust solutions through Wilmington
Trust."
Headquartered in Buffalo, N.Y.,
M&T has $80.8 billion in
assets. Hudson City, based
in Paramus, N.J., currently has
$43.6 billion in assets. After
the merger is completed, M&T expects to repay approximately
$13 billion of Hudson City's long-term borrowings by
liquidating its comparably sized investment portfolio.
M&T's pro forma balance sheet will have then increased by
approximately $28 billion.
The merger has been approved by the boards of directors of each
company, and is subject to certain conditions, including regulatory
approvals and approval by M&T's and Hudson City's common shareholders. After
the transaction is completed, Mr. Hermance will be appointed to the
boards of directors of M&T and its principal banking
subsidiary, M&T Bank.
J.P. Morgan acted as financial adviser to Hudson City and rendered a fairness opinion in
connection with the transaction, and Sullivan & Cromwell LLP
acted as its legal adviser. Evercore Partners rendered a
fairness opinion to M&T in connection with the transaction, and
Wachtell, Lipton, Rosen & Katz acted as its legal adviser.
M&T is a financial holding company headquartered in
Buffalo, New York. M&T's
principal banking subsidiary, M&T Bank, operates banking
offices in New York, Pennsylvania, Maryland, Virginia, West
Virginia, Delaware and the
District of Columbia. Trust-related services are provided by
M&T's Wilmington Trust-affiliated companies and by M&T
Bank.
Hudson City Bancorp, Inc. maintains its corporate offices in
Paramus, New Jersey. Hudson
City Savings Bank, a well-established community financial
institution serving its customers since 1868, is the largest thrift
institution headquartered in New Jersey. Hudson City Savings
Bank currently operates a total of 135 branch offices in the
New York metropolitan and
surrounding areas.
Conference Call
M&T and Hudson City will
hold a joint conference call regarding this announcement today,
Monday, August 27, at 10:00 a.m. Eastern Time. Those wishing to
participate in the call may dial (888) 802-8577.
International participants, using any applicable international
calling codes, may dial (973) 935-8754. Callers should
reference conference ID# 25139668. The investor presentation
for this transaction can be accessed at MT&T website at
http://ir.mandtbank.com/events.cfm. The conference call will be
webcast live through M&T's website at
http://ir.mandtbank.com/events.cfm. A replay of the call will
be available through Monday, September 3,
2012 by calling (800) 585-8367, or (404) 537-3406 for
international participants, and by making reference to ID#
25139668. The event will also be archived and available by
7:00 p.m. today on M&T's website
at http://ir.mandtbank.com/events.cfm.
Additional Information
This release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
giving M&T's and Hudson City's
expectations or predictions of future financial or business
performance or conditions. 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. 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 and we assume no duty to
update forward-looking statements.
In addition to factors previously disclosed in M&T's and
Hudson City's reports filed with
the SEC and those identified elsewhere in this filing, the
following factors among others, could cause actual results to
differ materially from forward-looking statements or historical
performance: ability to obtain regulatory approvals and meet other
closing conditions to the merger, including approval by M&T and
Hudson City shareholders, on the
expected terms and schedule; delay in closing the merger;
difficulties and delays in integrating the M&T and Hudson City businesses or fully realizing cost
savings and other benefits; business disruption following the
merger; changes in asset quality and credit risk; the inability to
sustain revenue and earnings growth; changes in interest rates and
capital markets; inflation; customer acceptance of M&T products
and services; 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; 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 results.
In connection with the proposed merger, M&T will file with
the U.S. Securities and Exchange Commission (the "SEC") a
Registration Statement on Form S-4 that will include a Joint Proxy
Statement of M&T and Hudson
City and a Prospectus of M&T, as well as other relevant
documents concerning the proposed transaction. Shareholders of
M&T and Hudson City are urged
to read the Registration Statement and the Joint Proxy
Statement/Prospectus regarding the Merger when it becomes available
and any other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, because they will
contain important information.
A free copy of the Joint Proxy Statement/Prospectus, as well as
other filings containing information about M&T and Hudson City, may be obtained at the SEC's
Internet site (http://www.sec.gov). You will also be able to obtain
these documents, free of charge, from M&T at www.mtb.com under
the tab "About Us" and then under the heading "Investor Relations"
and then under "SEC Filings" or from Hudson City by accessing Hudson City's website at www.hcsbonline.com
under the heading "Investor Relations." Copies of the Joint
Proxy Statement/Prospectus can also be obtained, free of charge, by
directing a request to Investor Relations, One M&T Plaza,
Buffalo, New York 14203, (716)
842-5445.
M&T and Hudson City and
certain of their directors and executive officers may be deemed to
be participants in the solicitation of proxies from the
shareholders of M&T and Hudson
City in connection with the proposed merger. Information about the
directors and executive officers of M&T and their ownership of
M&T common stock is set forth in the proxy statement for
M&T's 2012 annual meeting of shareholders, as filed with the
SEC on Schedule 14A on March 7, 2012.
Information about the directors and executive officers of
Hudson City and their ownership of
Hudson City common stock is set
forth in the proxy statement for Hudson City's 2012 annual meeting of
shareholders, as filed with the SEC on Schedule 14A on
March 19, 2012. Additional
information regarding the interests of those participants and other
persons who may be deemed participants in the transaction may be
obtained by reading the Joint Proxy Statement/Prospectus regarding
the proposed merger when it becomes available. Free copies of this
document may be obtained as described in the preceding
paragraph.
Contacts:
M&T
Investor Contact:
Donald J. MacLeod
(716) 842-5138
Media Contact:
C. Michael Zabel
(716) 481-1458
Hudson City
Investor Contact:
Susan Munhall
(201) 967-8290
SOURCE M&T Bank Corporation