PARAMUS, N.J., April 6, 2015 /PRNewswire/ -- Hudson City
Bancorp, Inc. (NASDAQ: HCBK) ("Hudson City") announced today that it had been
advised by M&T Bank Corporation ("M&T"), late in the
afternoon on April 3, 2015, that the
Federal Reserve Board will not act on M&T's merger application
before the current termination date of April
30, 2015 provided for in the Agreement and Plan of Merger,
as amended, after which either party can terminate the transaction
if the closing has not occurred. As a result, the merger will
not close by the previously announced target closing date of
May 1, 2015.
The Hudson City Board of
Directors is considering its response to this development and will
attempt to reach a determination as soon as possible.
Denis J. Salamone, Hudson City's Chairman and CEO stated "We
continue to believe the strategic and economic fundamentals of the
merger of Hudson City and M&T
are attractive to Hudson City's
shareholders, customers and the communities we serve.
However, given the unexpected notice of delay over a holiday
weekend, the Board of Hudson City
needs more time to understand the nature and timing of the delay
and its potential impact on the transaction before the Board can
determine its course of action."
As a result of the Federal Reserve's decision to not act at this
time, the election process regarding the merger consideration that
is currently underway has been suspended and Hudson City shareholders should not mail their
Hudson City stock certificates to
the Exchange Agent. Any stock certificates that have already
been sent to the Exchange Agent will be promptly
returned.
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.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/hudson-city-bancorp-inc-advised-of-further-regulatory-delay-on-merger-application-submitted-by-mt-bank-corporation-300061132.html
SOURCE Hudson City Bancorp, Inc.