BRIDGEPORT, Conn., June 27, 2016 /PRNewswire/ -- People's
United Financial, Inc. (NASDAQ: PBCT), the holding company for
People's United Bank, N.A., announced today a definitive agreement
pursuant to which People's United Financial will acquire Suffolk
Bancorp (NYSE: SCNB), of Riverhead,
NY, the holding company for Suffolk County National Bank, in
a 100% stock transaction valued at approximately $402 million. Completion of the transaction is
subject to customary closing conditions, including the receipt of
regulatory approval and the approval of Suffolk Bancorp's
shareholders.
"We are proud to welcome Suffolk County National Bank to
People's United Bank," said Jack
Barnes, President and Chief Executive Officer of People's
United Financial. "With the 9th largest market share in
Suffolk County, a solid
relationship-banking approach and loyal, long-tenured customers,
Suffolk County National Bank's strong Long Island presence complements our previous
acquisitions and organic growth in the New York Metro area."
"I couldn't be more pleased to be a part of People's United,"
said Howard C. Bluver, President and
Chief Executive Officer of Suffolk Bancorp. "The highly regarded
People's United brand, broad range of products and services and
unique positioning across several attractive markets will benefit
Suffolk Bancorp shareholders, customers and employees alike. It is
also clear to me that our respective community-oriented cultures,
devotion to the highest levels of customer service and conservative
risk management philosophies align perfectly. We look forward to
leveraging the strengths of our combined organizations to create
additional value for all of our current and future
stakeholders."
Bluver will join People's United Bank as New York Market
President and will guide the integration of Suffolk Bancorp while
continuing to expand the People's United franchise in New York. "Howard's deep roots in the region,
his understanding of the local economy and his proven ability for
growth will continue our momentum in this important market," said
Barnes.
People's United Bank and People's United Community Foundation
have a strong tradition of charitable contributions and investing
in communities. Recognizing Suffolk Bancorp's important role in the
region, the combined company will enhance efforts to address the
needs of individuals, families, and businesses on Long Island with the creation of a regional
advisory board. The board, comprising members of Suffolk's Board of Directors, will be
established upon closing of the transaction and will provide
insight and guidance in these and other areas.
People's United expects the transaction to be accretive to
earnings, excluding one-time costs, with an IRR of approximately
17% and a tangible book value earn-back under five years. The
transaction is expected to close late in the fourth quarter of
2016.
Under the terms of the definitive agreement, which has been
approved by both companies' boards of directors, Suffolk Bancorp
shareholders will receive 2.225 shares of People's United Financial
stock for each Suffolk Bancorp share. The transaction is valued at
$33.55 per Suffolk Bancorp share,
based on the closing price of People's United's common stock on
June 24, 2016. The receipt of
People's United Financial stock by shareholders of Suffolk Bancorp
is expected to be tax-free.
J.P. Morgan Securities LLC served as financial advisor to
People's United and Simpson Thacher & Bartlett LLP served as
legal counsel to People's United.
Keefe, Bruyette & Woods, Inc. served as financial advisor to
Suffolk Bancorp, and Wachtell, Lipton, Rosen & Katz served as
legal counsel to Suffolk Bancorp.
Conference Call Information
More information regarding the strategic and financial
implications of the acquisition will be provided in a People's
United conference call and presentation taking place today,
June 27, 2016, at 9 a.m. ET. The call will be broadcast live via
http://edge.media-server.com/m/p/dyfn2pph through the company's
website peoples.com. To access the conference call,
dial-in information is as follows: Domestic: 877-930-7765 and
International: 253-336-7413. Conference ID# 40471796. A
replay of the presentation will be available June 27 (midnight) – July
3 (midnight): Domestic: 855-859-2056 and
International: 404-537-3406. Conference ID#
40471796.
About People's United Bank, N.A.
People's United Bank, N.A. is a subsidiary of People's United
Financial, Inc. (NASDAQ: PBCT), a diversified financial services
company with over $39 billion in
assets. People's United Bank, founded in 1842, is a premier,
community-based, regional bank in the Northeast offering commercial
and retail banking, as well as wealth management services through a
network of nearly 400 branches in Connecticut, New
York, Massachusetts,
Vermont, New Hampshire and Maine. Visit us at peoples.com.
About Suffolk Bancorp
Suffolk Bancorp (NYSE: SCNB) is a one-bank holding company that
provides commercial banking and financial services through Suffolk
County National Bank ("SCNB"), its wholly owned subsidiary. Founded
in 1890, SCNB is headquartered in Riverhead, NY and serves the Long Island market, incorporating Long Island's East End, western Suffolk, and Nassau counties as well as Manhattan and the other Boroughs. SCNB is a
nationally chartered commercial bank offering a full range of
products and services including deposit accounts, commercial,
multi-family and consumer lending, residential mortgages, cash
management, and investment services.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made in respect of the proposed
merger transaction involving People's United Financial, Inc.
("People's United") and Suffolk Bancorp ("Suffolk"). People's United intends to
file a registration statement on Form S-4 with the SEC, which will
include a proxy statement of Suffolk and a prospectus of People's United,
and each party will file other documents regarding the proposed
transaction with the SEC. A definitive proxy
statement/prospectus will also be sent to the Suffolk shareholders seeking any required
shareholder approval. This communication does not constitute
an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval.
Before making any voting or investment decision, investors and
security holders of Suffolk are
urged to carefully read the entire registration statement and proxy
statement/prospectus, when they become available, and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to these documents, because they will contain important
information about the proposed transaction. The documents
filed by People's United and Suffolk with the SEC may be obtained free of
charge at the SEC's website at www.sec.gov. In addition, the
documents filed by People's United may be obtained free of charge
from People's United at www.peoples.com under the tab "Investor
Relations" and then under the heading "Financial Information", and
the documents filed by Suffolk may
be obtained free of charge from Suffolk at www.scnb.com under the tab
"Investor Relations" and then under the tab "SEC
Filings." Alternatively, these documents, when
available, can be obtained free of charge from People's United upon
written request to People's United Financial, Inc., 850 Main
Street, Bridgeport, Connecticut
06604, Attn: Investor Relations, or by calling 203.338.4581, or
from Suffolk upon written request
to Suffolk Bancorp, 4 West Second Street, Riverhead, New York 11901, Attn: Investor
Relations, or by calling (631) 208-2400.
People's United and Suffolk and
certain of their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
shareholders of Suffolk in favor
of the approval of the merger. Information regarding People's
United's directors and executive officers is contained in People's
United's Annual Report on Form 10-K for the year ended December 31, 2015 and its Proxy Statement on
Schedule 14A, dated March 11, 2016,
which are filed with the SEC. Information regarding
Suffolk's directors and executive
officers is contained in Suffolk's
Annual Report on Form 10-K for the year ended December 31, 2015 and its Proxy Statement on
Schedule 14A, dated April 6, 2016,
which are filed with the SEC. 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 registration statement and the proxy
statement/prospectus when they become available. Free copies
of these documents may be obtained as described in the preceding
paragraph.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
including, but not limited to, People's United's and Suffolk'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," "plan," "predict," "project,"
"forecast," "guidance," "goal," "objective," "prospects,"
"possible" or "potential," by future conditional verbs such as
"assume," "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, are difficult to
predict and are generally beyond the control of either company.
Forward-looking statements speak only as of the date they are made
and we assume no duty to update forward-looking statements. Actual
results may differ materially from current projections.
In addition to factors previously disclosed in People's United's
and Suffolk's reports filed with
the SEC and those identified elsewhere in this communication, 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
Suffolk shareholders on the
expected terms and schedule, and including the risk that regulatory
approvals required for the merger are not obtained or are obtained
subject to conditions that are not anticipated; delay in closing
the merger; difficulties and delays in integrating the Suffolk business 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 People's
United's 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; the impact, extent and timing of
technological changes; capital management activities; litigation;
increased capital requirements, other regulatory requirements or
enhanced regulatory supervision; 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.
People's United Bank. "What know-how can do."
SM
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SOURCE People's United Financial, Inc.