Community Bank System, Inc. & Merchants Bancshares, Inc. Announce Receipt of FRB & OCC Approvals, Closing Date of May 12, 201...
April 26 2017 - 3:30PM
Business Wire
Community Bank System, Inc. (“Community Bank System”) (NYSE:
CBU) and Merchants Bancshares, Inc. (“Merchants”) (NASDAQ: MBVT)
announced that they have received regulatory approvals from the
Board of Governors of the Federal Reserve System and Office of the
Comptroller of the Currency for their proposed merger.
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Community Bank System and Merchants also announced that they
have set Friday, May 12, 2017 as the closing date for the merger,
subject to the satisfaction of customary closing conditions. In
light of the foregoing, the election process that is currently
underway to permit the Merchants stockholders to elect the form of
their merger consideration is being extended to May 9, 2017.
Additional information about the election process is provided
below.
Election Procedures for Merchants Stockholders
Merchants stockholders previously received from American Stock
Transfer & Trust Company, LLC, the Exchange Agent for the
merger, a Letter of Election and Transmittal to be used for the
purpose of electing the form of merger consideration to be received
in the merger. The deadline for completing and submitting the
Letter of Election and Transmittal to the Exchange Agent has been
extended to 5:00 P.M. (Eastern time) on May 9, 2017. Merchants
stockholders must complete and submit the Letter of Election and
Transmittal by that deadline if they wish to elect the form of
merger consideration to be received in the merger, which election
is subject to the allocation procedures set forth in the Merger
Agreement and the Proxy Statement/Prospectus previously mailed to
Merchants stockholders. If a Merchants stockholder’s valid election
as to the form of merger consideration is not received prior to the
election deadline of 5:00 P.M. (Eastern time) on May 9, 2017, each
of such stockholder’s shares of Merchants common stock, upon
consummation of the merger, will be converted into the right to
receive 0.6741 shares of Community Bank System common stock and
$12.00 in cash. Merchants stockholders who do not submit a Letter
of Election and Transmittal by the election deadline will be sent a
separate letter of transmittal following consummation of the merger
for the purposes of exchanging their Merchants shares into the
merger consideration.
Merchants stockholders who need a duplicate copy of the Letter
of Election and Transmittal and instructions or who have questions
about making an election prior to the election deadline of 5:00
P.M. (Eastern time) on May 9, 2017 may contact American Stock
Transfer & Trust Company, LLC, the Exchange Agent for the
merger, at:
American Stock Transfer & Trust Company,
LLC6201 15th AvenueBrooklyn, NY 11219(877) 248-6417 or (718)
921-8317
About Community Bank System, Inc.
Community Bank System, Inc. operates more than 200 customer
facilities across Upstate New York and Northeastern Pennsylvania
through its banking subsidiary, Community Bank, N.A. With assets of
approximately $8.9 billion, the DeWitt, N.Y. headquartered company
is among the country’s 150 largest financial institutions. In
addition to a full range of retail and business banking services,
the Company offers comprehensive financial planning, insurance and
wealth management services. The Company’s Benefit Plans
Administrative Services, Inc. subsidiary is a leading provider of
employee benefits administration and trust services, and actuarial
and consulting services to customers on a national scale. Community
Bank System, Inc. is listed on the New York Stock Exchange and the
Company’s stock trades under the symbol CBU. For more information
about Community Bank visit www.communitybankna.com or
http://ir.communitybanksystem.com.
About Merchants Bancshares, Inc.
Merchants Bancshares, Inc. reported total assets at March 31,
2017 of approximately $2.02 billion. Merchants Bancshares, Inc. is
the holding company for Merchants Bank. The bank’s business,
municipal, consumer, and investment customers enjoy personalized
relationships, sophisticated online and mobile banking options,
with 31 branches in Vermont and 1 location in Massachusetts,
operating as NUVO, a division of Merchants Bank. Merchants
Bancshares, Inc. is listed on the NASDAQ Stock Market and trades
under the symbol MBVT. For more information about Merchants Bank
visit www.mbvt.com.
Important Information for Investors and Shareholders
Community Bank System has filed with the Securities and Exchange
Commission (the “SEC”) a registration statement on Form S-4
containing a proxy statement of Merchants and a prospectus of
Community Bank System, and Community Bank System will file other
documents with respect to the proposed merger. A definitive proxy
statement/prospectus was mailed to shareholders of Merchants.
Investors and security holders of Merchants are urged to read the
proxy statement/prospectus and other documents that were filed with
the SEC carefully and in their entirety because they contain
important information. Investors and security holders are able to
obtain free copies of the registration statement and the proxy
statement/prospectus and other documents filed with the SEC by
Community Bank System through the website maintained by the SEC at
http://www.sec.gov. You are also able to obtain these documents
free of charge from Merchants at http://www.mbvt.com/ under the
heading “Investor Relations” and then “SEC Filings” or from
Community Bank System by accessing its website at
www.communitybankna.com under the heading of “Investor Relations”
and then “SEC Filings & Annual Report.” Copies of the proxy
statement/prospectus can also be obtained, free of charge, by
directing a request to Merchants Bancshares, Inc., P.O. Box 1009,
Burlington, Vermont 05402, Attention: Investor Relations,
Telephone: (800) 322-5222 or to Community Bank System, Inc., 5790
Widewaters Parkway, DeWitt, New York 13214, Attention: Investor
Relations, Telephone: (315) 445-2282.
Cautionary Notice Regarding Forward-Looking
Statements
This communication contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, and is intended
to be protected by the safe harbor provided by the same.
Forward-looking statements can be identified by the use of the
words “anticipate,” “expect,” “intend,” “estimate,” “target,” and
words of similar import. Forward-looking statements are not
historical facts but instead express only management’s beliefs
regarding future results or events, many of which, by their nature,
are inherently uncertain and outside of management’s control. It is
possible that actual results and outcomes may differ, possibly
materially, from the anticipated results or outcomes indicated in
these forward-looking statements. Risks and uncertainties to which
these statements are subject include, but are not limited to, the
following: the timing to consummate the proposed merger; the risk
that a condition to closing of the proposed merger may not be
satisfied; the parties’ ability to achieve the synergies and value
creation contemplated by the proposed merger; the parties’ ability
to promptly and effectively integrate the businesses of Community
Bank System and Merchants Bancshares, Inc.; the diversion of
management time on issues related to the merger; the failure to
consummate or delay in consummating the merger for other reasons;
changes in laws or regulations; and changes in general economic
conditions. For additional information concerning factors that
could cause actual conditions, events or results to materially
differ from those described in the forward-looking statements,
please refer to the factors set forth under the headings “Risk
Factors” and “Management's Discussion and Analysis of Financial
Condition and Results of Operations” in Community Bank System’s
most recent Form 10-K report and to Community Bank System’s most
recent Form 8-K reports, which are available online at www.sec.gov.
No assurances can be given that any of the events anticipated by
the forward-looking statements will transpire or occur, or if any
of them do so, what impact they will have on the results of
operations or financial condition of Community Bank System or
Merchants Bancshares, Inc. Forward-looking statements are made only
as of the date of this communication, and neither Community Bank
System nor Merchants Bancshares, Inc. undertakes any obligation to
update any forward-looking statements contained herein to reflect
events or conditions after the date hereof.
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version on businesswire.com: http://www.businesswire.com/news/home/20170426006504/en/
For further information contact:Community Bank System,
Inc.Scott A. Kingsley, (315) 445-3121E.V.P. and Chief Financial
OfficerorMerchants Bancshares, Inc.Geoffrey R. Hesslink, (802)
865-1603President and Chief Executive Officer
Merchants Bancshares, Inc. (NASDAQ:MBVT)
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