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 for the merger with Merchants Bancshares, Inc.
(“Merchants”), has completed the process of determining the allocation
and proration of the merger consideration in accordance with the
Agreement and Plan of Merger, dated as of October 22, 2016, with respect
to the merger (“Merger Agreement”).
Under the terms of the Merger Agreement, Merchants 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 May 9, 2017
had the ability to elect to receive, for each share of Merchants common
stock, (a) $40.00 in cash (the “Cash Consideration”), (b) 0.9630 shares
of Community Bank System common stock, par value $1.00 per share, and
cash in lieu of fractional shares, if any (the “Stock Consideration”),
or (c) a combination of $12.00 in cash and 0.6741 shares of Community
Bank System common stock, and cash in lieu of fractional shares, if any
(the “Mixed Election Consideration,” and together with the Cash
Consideration and the Stock Consideration, the “Merger Consideration”).
However, all elections were subject to certain allocation procedures to
ensure that the aggregate amount of cash paid and shares of Community
Bank System common stock issued in the merger as a whole are equal to
the total amount of cash and number of Community Bank System shares that
would have been paid and issued if all Merchants stockholders received
the Mixed Election Consideration (equating to an overall proration to
approximately 70% stock and 30% cash).
Most of the Merchants 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 Merchants 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 the Stock Consideration in
the merger will receive, for each share of Merchants common stock with
respect to which such election was made, a combination of 0.6811
shares of Community Bank System common stock and $11.71 in cash;
-
Those stockholders who elected to receive the Cash Consideration in
the merger will receive $40.00 in cash for each share of Merchants
common stock with respect to which such election was made;
-
Those stockholders who elected to receive the Mixed Election
Consideration in the merger will receive a combination of 0.6741
shares of Community Bank System common stock and $12.00 in cash for
each share of Merchants common stock with respect to which such
election was made; and
-
Those stockholders that did not select an election preference or
submit a properly completed election form within the required
timeframe will receive the Mixed Election Consideration of 0.6741
shares of Community Bank System common stock and $12.00 in cash for
each share of Merchants common stock they own.
No fractional shares of Community Bank System common stock are being
issued in the merger and any fractional share of Community Bank System
common stock will be paid in cash at the rate of $55.91 per share.
Stockholders of Merchants who did not participate in the election
process will receive a letter of transmittal during the week of May 22,
2017 from the Exchange Agent with instructions on how to deliver their
Merchants stock in exchange for their payment of the Merger
Consideration. For those stockholders who participated in the election
process, their consideration will be distributed by the Exchange Agent
promptly. 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 230 customer facilities
across Upstate New York, Northeastern Pennsylvania, Vermont, and Western
Massachusetts through its banking subsidiary, Community Bank, N.A. With
assets of approximately $11.0 billion, the DeWitt, N.Y. headquartered
company is among the country’s 150 largest financial institutions. In
addition to a full range of retail, municipal, 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, and actuarial and
other 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/20170518006401/en/
Community Bank System, Inc.
Scott A. Kingsley, 315-445-3121
EVP
& Chief Financial Officer
Source: Community Bank System, Inc.