PARAMUS, N.J., Dec. 17, 2013 /PRNewswire/ -- Hudson City
Bancorp, Inc. (NASDAQ: HCBK) ("Hudson City") and M&T Bank Corporation
("M&T") announced today that additional time will be required
to obtain a regulatory determination on the applications necessary
to complete their proposed merger. As a result, M&T and
Hudson City have agreed to extend
the time to complete the merger until December 31, 2014 pursuant to Amendment No. 2 to
the Agreement and Plan of Merger. The consideration and
exchange ratio as provided in the Merger Agreement will remain the
same.
In early 2013, M&T learned that the Federal Reserve
identified certain regulatory concerns with M&T's procedures,
systems and processes relating to M&T's Bank Secrecy Act and
anti-money-laundering compliance program and commenced a major
initiative intended to fully address the Federal Reserve's
concerns, which is ongoing. In April
2013, M&T and Hudson
City entered into their first extension of the Merger
Agreement.
In order for Hudson City to
pursue its Strategic Plan initiatives during the pendency of the
merger, the parties agreed to amend the Merger Agreement to permit
Hudson City to take action under
its Strategic Plan. M&T has received no assurance from
the Federal Reserve as to whether or when the Federal Reserve will
approve the merger. However, M&T and Hudson City believe that the earliest time the
merger could be completed is in the latter half of 2014.
Mr. Ronald E. Hermance, Jr.,
Chairman and Chief Executive Officer of Hudson City, stated, "While all parties are
disappointed that the transaction is delayed further, we are
gratified that M&T continues to see the value in the
Hudson City franchise. Our
Board of Directors continues to believe that the M&T
transaction is ultimately in the best interest of the company and
our shareholders, but is also committed to diversifying our
business model by continuing to pursue our Strategic Plan."
Prior to the announcement of the merger, Hudson City retained an outside consultant to
assist management in developing a strategic plan. The
operational core of the Strategic Plan is the expansion of our loan
and deposit product offerings over time to create more balanced
sources of revenue and funding. We believe that the markets
in which we operate provide significant opportunities for the
Hudson City brand to capture
market share in products and services that we have not actively
pursued previously. The Strategic Plan includes initiatives such as
secondary mortgage market operations, commercial real estate
lending, the introduction of small business banking products and
developing a more robust suite of consumer banking products.
When we announced in April that additional time would be required
to obtain regulatory approval, we charted a dual path for Hudson
City. We continued to plan for the completion of the merger,
but we also refreshed the Strategic Plan, prioritizing the matters
that we could achieve during the pendency of the merger, such as
our secondary mortgage market operations and commercial real estate
lending initiatives, and proceeded with implementation of those
prioritized matters. Given the further delay in closing the
transaction, Hudson City and
M&T have agreed that Hudson
City will be permitted to proceed with its Strategic Plan as noted
above. Many of the initiatives require significant lead time
for full implementation and roll out to our customers. We
expect commencement of the roll out of the prioritized initiatives
during 2014.
About Hudson City Bancorp, Inc.
Hudson City
Bancorp is a Delaware corporation
organized in 1999 and serves as the holding company of its only
subsidiary, Hudson City Savings Bank. Hudson City Savings
Bank conducts its operations out of its corporate offices in
Paramus in Bergen County, New Jersey and through 135
branches in the New York
metropolitan area.
Forward-Looking Statements
This release may
contain certain "forward looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995 that are based
on certain assumptions and describe future plans, strategies and
expectations of Hudson City Bancorp, Inc. Such forward-looking
statements may be identified by the use of such words as "may,"
"believe," "expect," "anticipate," "should," "plan," "estimate,"
"predict," "continue," and "potential" or the negative of these
terms or other comparable terminology. Examples of forward-looking
statements include, but are not limited to, estimates with respect
to the financial condition, results of operations and business of
Hudson City Bancorp, Inc., and Hudson City Bancorp, Inc.'s
strategies, plans, objectives, expectations, and intentions,
including the merger, and other statements contained in this
release that are not historical facts. Hudson City Bancorp,
Inc.'s ability to predict results or the actual effect of future
plans or strategies, including the merger and its implementation of
the Strategic Plan, is inherently uncertain and actual results and
performance could differ materially from those contemplated or
implied by these forward-looking statements. They can be affected
by inaccurate assumptions Hudson City Bancorp, Inc. might make or
by known or unknown risks and uncertainties. Factors that
could cause assumptions to be incorrect include, but are not
limited to, changes in interest rates, general economic conditions,
legislative, regulatory and public policy changes, further delays
in closing the merger and the ability of Hudson City Bancorp, Inc.
or M&T to obtain regulatory approvals and meet other closing
conditions to the merger. These risks and uncertainties should be
considered in evaluating forward-looking statements and undue
reliance should not be placed on such statements. For a summary of
important factors that could affect Hudson City Bancorp, Inc.'s
forward-looking statements, please refer to Hudson City Bancorp,
Inc.'s filings with the Securities and Exchange Commission
available at www.sec.gov. Hudson City Bancorp, Inc. does not intend
to update any of the forward-looking statements after the date of
this release or to conform these statements to actual events.
Important Additional Information.
In connection with the merger, M&T filed with the SEC on
February 22, 2013 a Registration
Statement on Form S-4 that included a Joint Proxy Statement of
M&T and Hudson City and a
Prospectus of M&T. The S-4 has been declared
effective.
Each of M&T and Hudson City
may file 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 AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL
AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS WHEN THEY
BECOME AVAILABLE, 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"
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.
SOURCE Hudson City Bancorp, Inc.