SYRACUSE, N.Y. & ONEIDA, N.Y.--(BUSINESS WIRE)--
Community Bank System, Inc. (NYSE:CBU) (“Community Bank System”) and
Oneida Financial Corp. (NASDAQ:ONFC) (“Oneida Financial”) announced
today that they anticipate completing their proposed merger late in the
fourth quarter of this year based upon their current estimate of the
timing to obtain the required regulatory approvals and to coordinate the
operational and systems conversion.
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On June 10, 2015, Community Bank System and Oneida Financial announced
that they anticipated that the closing would occur in the third or
fourth quarter of this year, subject to the satisfaction of all of the
closing conditions. At this time, the parties believe that the
transaction will be completed late in the fourth quarter of this year,
pending the receipt of all necessary regulatory approvals and the
satisfaction of other closing conditions. The Oneida Financial
stockholders have previously approved the merger.
As a result of the change in the anticipated closing date, the election
process that is currently underway to permit the Oneida Financial
stockholders to elect the form of their merger consideration is being
extended to November 25, 2015. Oneida Financial stockholders will
receive a letter with further information about the extension of the
election deadline and election process.
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
$7.9 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, 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 Oneida Financial Corp.
Oneida Financial Corp. had total assets of $849.6 million at June 30,
2015 and stockholders’ equity of $96.4 million. Oneida Financial Corp.’s
wholly owned subsidiaries include The Oneida Savings Bank, a New York
State chartered FDIC-insured 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, please visit Oneida
Financial Corp.’s website at www.oneidafinancial.com.
Cautionary Statements Regarding Forward-Looking Information
This release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 giving Oneida
Financial’s and Community Bank System’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,” “prospects” or “potential,” by future conditional verbs
such as “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. 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 risk factors previously disclosed in Oneida Financial’s
and Community Bank System’s reports filed with the U.S. Securities and
Exchange Commission and those identified elsewhere in this release, the
following factors, among others, could cause actual results to differ
materially from forward-looking statements or historical performance:
the ability to obtain, or delays in obtaining, regulatory approvals and
to meet other closing conditions to the merger; delay in closing the
merger; business disruption following the merger; the inability to
realize cost savings or revenues or to implement integration plans and
other consequences associated with the proposed merger; changes in asset
quality and credit risk; changes in interest rates and capital markets;
and changes in legislation or regulatory requirements.
Important Additional Information
In connection with the merger, Community Bank System filed with the SEC
on March 30, 2015 a Registration Statement on Form S-4 that includes a
Proxy Statement of Oneida Financial and a Prospectus of Community Bank
System (together with the Proxy Statement, as amended, the “Proxy
Statement/Prospectus”), as well as other relevant documents concerning
the proposed transaction. The S-4 has been declared effective and the
Proxy Statement/Prospectus was first mailed to stockholders of Oneida
Financial on or about May 12, 2015. Each of Community Bank System and
Oneida Financial may file other relevant documents concerning the
proposed transaction.
A free copy of the Proxy Statement/Prospectus, as well as other filings
containing information about Community Bank System and Oneida Financial,
may be obtained at the SEC’s Internet site (http://www.sec.gov).
You can also obtain these documents, 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, 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.
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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.