- Combined #4 Market Share in Syracuse MSA
- Attractive Deployment of Shareholder Capital
- Over 50% Premium to ONFC Shareholders and Significant per Share
Cash Earnings Accretion to CBU Shareholders
SYRACUSE, N.Y. & ONEIDA, N.Y.--(BUSINESS WIRE)--
Community Bank System, Inc. (NYSE:CBU) and Oneida Financial Corp.
(NASDAQ:ONFC) today announced the signing of a definitive agreement
pursuant to which Community Bank System, Inc. will acquire Oneida
Financial Corp., parent company of Oneida Savings Bank in Oneida, NY,
for approximately $142 million in Community Bank System, Inc. stock and
cash, or $20 per share. Under the terms of the agreement, shareholders
of Oneida Financial Corp. can elect to receive either 0.5635 shares of
Community Bank System, Inc. common stock or $20.00 in cash for each
share of Oneida Financial Corp. common stock they hold, subject to an
overall 60% stock and 40% cash split. The merger agreement has been
unanimously approved by the board of directors of both companies.
The merger will combine two institutions with a long history of
community-focused service and will result in the creation of the fourth
largest institution by market share in the Syracuse, New York
metropolitan statistical area (MSA). In addition, Oneida Financial
Corp.’s significant insurance, benefits administration, and wealth
management businesses will meaningfully strengthen and complement
Community Bank System, Inc.’s existing non-banking service capacity.
Oneida Financial Corp. has total assets of nearly $800 million, deposits
of $690 million, and 12 banking offices across Madison and Oneida
Counties.
“We are very excited to be partnering with Oneida Financial Corp. to
further extend and strengthen our Central New York service area,” said
Community Bank System, Inc. President & Chief Executive Officer Mark E.
Tryniski. “Oneida Financial Corp. has a leading market presence in
Madison County, attractive share in Oneida County, and has built
impressive businesses in insurance, benefits, and wealth management.
Even more important to us, Oneida Financial Corp. has an impeccable
history of service to its customers and its communities, and a culture
that aligns very well with that of Community Bank System, Inc.”
Michael R. Kallet, Chairman and Chief Executive Officer of Oneida
Financial Corp. commented, “This is an ideal opportunity for Oneida
Financial Corp. to partner with a true community bank that has been
nationally recognized for its financial strength and exceptional
customer service. Their focus on customers and communities is identical
to ours, and our customers will benefit from an expanded network of
branch locations and ATM’s, and broader product and service offerings.”
Mr. Kallet continued, “We are pleased with the attractive market premium
our shareholders will be receiving, in addition to a greater dividend
and substantial market liquidity. Community Bank System, Inc. has an
impressive history of creating shareholder value through both earnings
and dividend growth.”
Community Bank System, Inc. expects the transaction to be accretive in
2015 excluding merger costs, and approximately $0.07 per share accretive
to 2016 GAAP earnings and $0.11 per share accretive to 2016 cash
earnings.
The merger agreement provides for Michael Kallet and Eric Stickels from
Oneida Financial Corp. to be added to the Board of Directors of
Community Bank System, Inc. The merger is expected to close in July 2015
and is subject to approval by the shareholders of Oneida Financial Corp.
and required regulatory approvals.
RBC Capital Markets, LLC acted as exclusive financial advisor to
Community Bank System, Inc. and Bond Schoeneck & King, PLLC acted as its
legal advisor. Keefe, Bruyette & Woods, A Stifel Company acted as
exclusive financial advisor to Oneida Financial Corp. and rendered a
fairness opinion and Luse Gorman, P.C. acted as its legal advisor.
About Community Bank System, Inc.
Community Bank System, Inc. operates more than 190 customer facilities
across Upstate New York and Northeastern Pennsylvania through its
banking subsidiary, Community Bank, N.A. With assets of approximately
$7.5 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, Community Bank System,
Inc. offers comprehensive financial planning and wealth management
services and operates a full service insurance agency providing personal
and business insurance products. Community Bank System, Inc.'sBenefit
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 its stock
trades under the symbol CBU. For more information about Community Bank
System, Inc. visit www.communitybankna.com
or http://ir.communitybanksystem.com.
About Oneida Financial Corp.
Oneida Financial Corp. reported total assets at December 31, 2014 of
$798.2 million and stockholders' equity of $95.8 million. Oneida
Financial Corp.'s wholly owned subsidiaries include The Oneida Savings
Bank, a New York State chartered FDIC insured stock savings bank; State
Bank of Chittenango, a state chartered limited-purpose commercial bank;
OneGroup NY, Inc. (formerly Bailey & Haskell Associates, Inc.), an
insurance, risk management and employee benefits company; and Oneida
Wealth Management, Inc., a financial and investment advisory firm.
Oneida Savings Bank was established in 1866 and operates twelve
full-service banking offices in Madison and Oneida counties. For more
information, visit Oneida Financial Corp.'s website at www.oneidafinancial.com.
Additional Information about the Merger
In connection with the proposed merger, Community Bank System, Inc. will
file with the Securities and Exchange Commission (SEC) a Registration
Statement on Form S-4 that will include a Proxy Statement of Oneida
Financial Corp., as well as other relevant documents concerning the
proposed transaction. 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. Stockholders of Oneida
Financial Corp. are urged to read the registration statement and proxy
statement/prospectus and the other relevant materials filed with the SEC
when they become available because they will contain important
information about the proposed transaction.
A free copy of the proxy statement/prospectus, when available, as well
as other filings containing information about Oneida Financial Corp. and
Community Bank System, Inc., may be obtained at the SEC’s Internet site (http://www.sec.gov).
You will also be able to obtain these documents, when available, free of
charge from Oneida Financial Corp. at http://www.oneidafinancial.com/
under the heading “Investor Relations” and then “Documents” or from
Community Bank System, Inc. 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 and when available, by directing a request to Oneida
Financial Corp., 182 Main Street, Oneida, New York 13421, Attention:
Investor Relations, Telephone: (315) 363-2000 or to Community Bank
System, Inc., 5790 Widewaters Parkway, DeWitt, New York 13214,
Attention: Investor Relations, Telephone: (315) 445-2282.
Oneida Financial Corp. and Community Bank System, Inc. and certain of
their respective directors and executive officers may be deemed to
participate in the solicitation of proxies from the stockholders of
Oneida Financial in connection with the proposed merger. Information
about the directors and executive officers of Oneida Financial Corp. and
their ownership of Oneida Financial Corp. common stock is set forth in
the proxy statement for its 2014 annual meeting of stockholders, as
filed with the SEC on Schedule 14A on March 25, 2014. Information about
the directors and executive officers of Community Bank System, Inc. and
their ownership of Community Bank System, Inc. common stock is set forth
in the proxy statement for its 2014 annual meeting of shareholders, as
filed with the SEC on Schedule 14A on April 4, 2014. 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 proxy statement/prospectus regarding the
proposed merger when it becomes available. Free copies of this document
when available may be obtained as described in the preceding paragraph.
Forward Looking Statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. The
following factors, among others listed in the Companies’ Form 10-K
filings, could cause the actual results of the Companies’ operations to
differ materially from the Companies’ 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. The Companies do not assume
any duty to update forward-looking statements.
Photos/Multimedia Gallery Available: http://www.businesswire.com/multimedia/home/20150224006835/en/
Community Bank System, Inc.
Scott A. Kingsley, 315-445-3121
E.V.P.
and Chief Financial Officer
or
Oneida Financial Corp.
Eric
E. Stickels, 315-366-3702
President and Chief Operating Officer
Source: Community Bank System, Inc.