SYRACUSE, N.Y. & ONEIDA, N.Y.--(BUSINESS WIRE)--
Community Bank System, Inc. (“Community Bank System”) (NYSE:CBU) and
Oneida Financial Corp. (“Oneida Financial”) (NASDAQ:ONFC) announced
today that they expect additional time will be required to obtain the
necessary regulatory approvals to complete their proposed merger
announced on February 24, 2015.
Community Bank System and Oneida Financial believe that the anticipated
timeframe for closing the transaction will be extended beyond early
July, which was the timeframe that was previously communicated to
stockholders. Community Bank System and Oneida Financial intend to close
the merger as soon as possible following the receipt of all necessary
regulatory approvals, as well as the approval of Oneida Financial
stockholders and satisfaction of all other conditions to closing. At
this time, the parties anticipate the merger will close in the third or
fourth quarter this year, depending upon the receipt of all necessary
regulatory approvals and the satisfaction of all closing conditions.
Oneida Financial will hold its Special Meeting of Stockholders on June
17, 2015, as scheduled, to permit stockholders to vote on the merger.
However, 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. Oneida Financial stockholders who previously sent
election materials to the Exchange Agent may withdraw their election, in
which event any stock certificates that have already been sent to the
Exchange Agent will be returned promptly. Oneida Financial stockholders
will be receiving a letter with further information about the election
process, the new election deadline, and the procedures for withdrawing
any election previously submitted to the Exchange Agent and obtaining
the return of any Oneida Financial stock certificates. Oneida Financial
stockholders should not send their election materials and stock
certificates to the Exchange Agent until receiving this additional
information.
Additionally, Oneida Financial, Community Bank System and the other
defendants have entered into a Memorandum of Understanding with the
plaintiffs regarding the settlement of the putative class action
lawsuits captioned Paul Parshall v. Richard B. Myers, et al (Index
No. CA2015-000577), John Solak v. Richard B. Myers, et al (Index No.
CA2015-000684), and Linda Colvin v. Oneida Financial Corp., et al.
Oneida Financial’s anticipated total out-of-pocket costs, including
legal fees, related to the settlement of the putative class action
lawsuits should not exceed $100,000.
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
$7.6 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. please visit www.communitybankna.com
or http://ir.communitybanksystem.com.
About Oneida Financial Corp.
Oneida Financial Corp. had total assets of $882.0 million at March 31,
2015 and stockholders' equity of $97.6 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, including approval by
Oneida Financial’s stockholders; 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. Stockholders of Oneida Financial 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, 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 will also be able to 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.
Oneida Financial and Community Bank System 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 and their ownership of Oneida
Financial 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 and their ownership of Community Bank System
common stock is set forth in the proxy statement for its 2015 annual
meeting of shareholders, as filed with the SEC on Schedule 14A on April
1, 2015. 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 and other relevant materials filed with
the SEC. Free copies of this document may be obtained as described in
the preceding paragraph.
View source version on businesswire.com: http://www.businesswire.com/news/home/20150610006377/en/
Community Bank System, Inc.
Scott A. Kingsley, 315-445-3121
EVP
& Chief Financial Officer
or
Oneida Financial Corp.
Eric
E. Stickels, 315-366-3702
President and Chief Operating Officer
Source: Community Bank System, Inc.