TrustCo to seek approval of reverse stock split
February 16 2021 - 04:30PM
The Board of Directors of TrustCo Bank Corp NY (TrustCo, Nasdaq:
TRST) today announced that it plans to seek approval for a reverse
stock split of TrustCo’s common stock at the upcoming annual
meeting of TrustCo’s shareholders. The proposal will include a 1
for 5 reverse stock split and the reduction of the number of
authorized shares of common stock from 150,000,000 to 30,000,000,
as determined by TrustCo’s Board of Directors. This proposed
reduction in authorized shares would become effective at the same
time as the effective date of the proposed reverse stock split.
The time, date, location and other details
regarding the annual meeting will be communicated to shareholders
at a later date via proxy materials which will be filed with, and
subject to review by, the Securities and Exchange Commission (the
“SEC”).
TrustCo’s Board of Directors reserves its right
to elect not to proceed with the reverse stock split if it
determines that implementing a reverse split is no longer in the
best interests of TrustCo and its shareholders.
Important Information about the Reverse
Split Proposal
This communication may be deemed to be
solicitation material in connection with the proposal to be
submitted to TrustCo’s shareholders at its annual meeting seeking
approval to authorize a reverse split and to reduce the number of
authorized shares of TrustCo’s common stock from 150,000,000 to
30,000,000 shares (the “Reverse Split Proposal”). In connection
with the Reverse Split Proposal, TrustCo plans to file a
preliminary proxy statement on Schedule 14A with the SEC.
Shareholders of TrustCo are urged to read the preliminary proxy
statement and all other relevant documents filed with the SEC when
they become available, including TrustCo’s definitive proxy
statement, because they will contain important information about
the Reverse Split Proposal and TrustCo.
TrustCo shareholders will be able to obtain the
documents (when available) free of charge at the SEC’s website,
www.sec.gov and may obtain free copies of the documents filed
with the SEC when available at TrustCo’s website,
www.trustcobank.com.
TrustCo and its Board of Directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the holders of TrustCo common stock in respect of the
Reverse Split Proposal. Information about the directors and
executive officers of TrustCo is set forth in TrustCo’s proxy
statement for its 2020 annual meeting of shareholders, which was
filed with the SEC on April 3, 2020, as supplemented by all
documents filed with the SEC pursuant to Section 13(a), 13(c), 14
or 15(d) pursuant to the Securities Exchange Act of 1934, as
amended, on or after April 3, 2020. Investors may obtain additional
information regarding the interest of TrustCo and its directors and
executive officers in the Reverse Split Proposal by reading the
preliminary proxy statement and the definitive proxy statement,
when each document becomes available, relating to the 2021 annual
meeting.
About TrustCo Bank Corp
NYTrustCo Bank Corp NY is a $5.7 billion savings and loan
holding company. Through its subsidiary, Trustco Bank, Trustco
operates 148 offices in New York, New Jersey, Vermont,
Massachusetts and Florida. Trustco has a more than 100-year
tradition of providing high-quality services, including a wide
variety of deposit and loan products. In addition, Trustco Bank’s
Financial Services Department offers a full range of investment
services, retirement planning and trust and estate administration
services. Trustco Bank is rated as one of the best performing
savings banks in the country. The common shares of TrustCo are
traded on the NASDAQ Global Select Market under the symbol
TRST. For more information, visit
www.trustcobank.com.
Safe Harbor Statement
All statements in this news release that are not
historical, including statements regarding TrustCo’s intent to
effect a reverse stock split, are forward-looking statements within
the meaning of the Securities Exchange Act of 1934, as amended.
Forward-looking statements can be identified by words such as
"anticipate," "intend," "plan," "goal," "seek," "believe,"
"project," "estimate," "expect," "strategy," "future," "likely,"
"may," "should," "will" and similar references to future periods.
TrustCo wishes to caution readers not to place undue reliance on
any such forward-looking statements, which speak only as of the
date made, and such forward-looking statements are subject to
factors that could cause actual results to differ materially from
those discussed. Examples of these factors include, but are not
limited to, the effect of the COVID-19 pandemic on our business,
financial condition, liquidity and results of operations; the
impact of the actions taken by governmental authorities to contain
COVID-19 or address the impact of COVID-19 on the economy, and the
effect of all of such items on our operations, liquidity and
capital position, and on the financial condition of our borrowers
and other customers, as well as other financial, operational and
legal risks and uncertainties detailed from time to time in
TrustCo’s cautionary statements contained in its filings with the
Securities and Exchange Commission.
The forward-looking statements contained in this
news release speak only as of today’s date. TrustCo disclaims any
obligations to update forward-looking statements contained in this
news release or in the above referenced reports, whether as a
result of new information, future events or otherwise.
Subsidiary: Trustco Bank
Contact: |
Robert M. LeonardExecutive Vice President and Chief Risk
Officer(518) 381-3693 |
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