SYRACUSE, N.Y.--(BUSINESS WIRE)--
Community Bank System, Inc. (“Community Bank System”) (NYSE: CBU)
announced today that American Stock Transfer & Trust Company, LLC, the
Exchange Agent of the merger with Oneida Financial Corp. (“Oneida
Financial”), has completed the process of determining the allocation and
proration of the merger consideration in accordance with the Agreement
and Plan of Merger (“Merger Agreement”).
Under the terms of the Merger Agreement, Oneida Financial stockholders
were entitled to elect the form of merger consideration to be received
in the transaction. Each stockholder who submitted a completed Letter of
Election and Transmittal prior to the election deadline of November 25,
2015 had the ability to elect to receive, for each share of Oneida
Financial common stock, (a) cash at the rate of $20.00 per share, (b)
0.5635 shares of Community Bank System common stock, or (c) a
combination of 60% Community Bank System common stock and 40% cash,
using the same 0.5635 exchange ratio and $20.00 per share cash price.
However, all elections were subject to the allocation procedures to
ensure that 60% of the aggregate merger consideration was in the form of
shares of Community Bank System common stock and 40% was in the form of
cash as set forth in the Merger Agreement.
Most of the Oneida Financial stockholders who submitted election forms
by the election deadline made the “all-stock” election to receive their
merger consideration solely in the form of shares of Community Bank
System common stock. As a result of the elections of Oneida Financial
stockholders, and in accordance with the allocation and proration
mechanisms of the Merger Agreement, the merger consideration has been
allocated as follows:
-
Those stockholders who elected to receive only Community Bank System
common stock in the merger will receive, for each share of Oneida
Financial common stock they own, 72.03061% of their merger
consideration in shares of Community Bank System common stock (at an
exchange ratio of 0.5635 per share and rounded to the nearest whole
share) and the balance in cash at a rate of $20.00 for each whole
share of Oneida Financial common stock;
-
Those stockholders who elected to receive all cash in the merger will
receive $20.00 in cash for each share of Oneida Financial common stock
they own;
-
Those stockholders who elected to receive 60% in Community Bank System
common stock and 40% in cash will receive 60% in stock and 40% in
cash, using the same 0.5635 exchange ratio and $20.00 per share cash
price; and
-
Those stockholders that did not select an election preference or
submit a properly completed election form within the required
timeframe will receive $20.00 for each of their shares of Oneida
Financial.
No fractional shares of Community Bank System common stock were issued
in the merger and any fractional share of Community Bank System common
stock will be paid at the rate of $20.00 per share.
Stockholders of Oneida Financial who did not participate in the election
process will receive a letter of transmittal during the week of December
14, 2015 from the Exchange Agent with instructions on how to tender
their Oneida Financial stock in exchange for their cash payment. For
those Stockholders who participated in the election process, their
consideration will be distributed by the Exchange Agent during the week
of December 14, 2015. Any questions should be directed to the Exchange
Agent at:
American Stock Transfer & Trust Company, LLC
Operations Center
Attn: Reorganizations Department
6201 15th Avenue
Brooklyn, NY 11219
Phone: (718) 921-8317
Toll Free: (877) 248-6417
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
$8.5 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, 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.
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.The
following factors, among others, could cause the actual results of CBU’s
operations to differ materially from CBU’s expectations: the successful
integration of operations of its acquisitions; competition; changes in
economic conditions, interest rates and financial markets; and changes
in legislation or regulatory requirements.These statements are
based on the current beliefs and expectations of CBU’s management and
CBU does not assume any duty to update forward-looking statements.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151209006556/en/
Community Bank System, Inc.
Scott A. Kingsley, 315-445-3121
EVP
& Chief Financial Officer
Source: Community Bank System, Inc.