SYRACUSE, N.Y. & SOUTH BURLINGTON, Vt.--(BUSINESS WIRE)--
Community Bank System, Inc. (“Community Bank System”) (NYSE: CBU) and
Merchants Bancshares, Inc. (“Merchants”) (NASDAQ: MBVT) announced that
they have received regulatory approvals from the Board of Governors of
the Federal Reserve System and Office of the Comptroller of the Currency
for their proposed merger.
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Community Bank System and Merchants also announced that they have set
Friday, May 12, 2017 as the closing date for the merger, subject to the
satisfaction of customary closing conditions. In light of the foregoing,
the election process that is currently underway to permit the Merchants
stockholders to elect the form of their merger consideration is being
extended to May 9, 2017. Additional information about the election
process is provided below.
Election Procedures for Merchants Stockholders
Merchants stockholders previously received from American Stock Transfer
& Trust Company, LLC, the Exchange Agent for the merger, a Letter of
Election and Transmittal to be used for the purpose of electing the form
of merger consideration to be received in the merger. The deadline for
completing and submitting the Letter of Election and Transmittal to the
Exchange Agent has been extended to 5:00 P.M. (Eastern time) on May 9,
2017. Merchants stockholders must complete and submit the Letter of
Election and Transmittal by that deadline if they wish to elect the form
of merger consideration to be received in the merger, which election is
subject to the allocation procedures set forth in the Merger Agreement
and the Proxy Statement/Prospectus previously mailed to Merchants
stockholders. If a Merchants stockholder’s valid election as to the form
of merger consideration is not received prior to the election deadline
of 5:00 P.M. (Eastern time) on May 9, 2017, each of such stockholder’s
shares of Merchants common stock, upon consummation of the merger, will
be converted into the right to receive 0.6741 shares of Community Bank
System common stock and $12.00 in cash. Merchants stockholders who do
not submit a Letter of Election and Transmittal by the election deadline
will be sent a separate letter of transmittal following consummation of
the merger for the purposes of exchanging their Merchants shares into
the merger consideration.
Merchants stockholders who need a duplicate copy of the Letter of
Election and Transmittal and instructions or who have questions about
making an election prior to the election deadline of 5:00 P.M. (Eastern
time) on May 9, 2017 may contact American Stock Transfer & Trust
Company, LLC, the Exchange Agent for the merger, at:
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn,
NY 11219
(877) 248-6417 or (718) 921-8317
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
$8.9 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, and 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 Merchants Bancshares, Inc.
Merchants Bancshares, Inc. reported total assets at March 31, 2017 of
approximately $2.02 billion. Merchants Bancshares, Inc. is the holding
company for Merchants Bank. The bank’s business, municipal, consumer,
and investment customers enjoy personalized relationships, sophisticated
online and mobile banking options, with 31 branches in Vermont and 1
location in Massachusetts, operating as NUVO, a division of Merchants
Bank. Merchants Bancshares, Inc. is listed on the NASDAQ Stock Market
and trades under the symbol MBVT. For more information about Merchants
Bank visit www.mbvt.com.
Important Information for Investors and Shareholders
Community Bank System has filed with the Securities and Exchange
Commission (the “SEC”) a registration statement on Form S-4 containing a
proxy statement of Merchants and a prospectus of Community Bank System,
and Community Bank System will file other documents with respect to the
proposed merger. A definitive proxy statement/prospectus was mailed to
shareholders of Merchants. Investors and security holders of Merchants
are urged to read the proxy statement/prospectus and other documents
that were filed with the SEC carefully and in their entirety because
they contain important information. Investors and security holders are
able to obtain free copies of the registration statement and the proxy
statement/prospectus and other documents filed with the SEC by Community
Bank System through the website maintained by the SEC at http://www.sec.gov.
You are also able to obtain these documents free of charge from
Merchants at http://www.mbvt.com/
under the heading “Investor Relations” and then “SEC Filings” or from
Community Bank System 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 Merchants Bancshares, Inc.,
P.O. Box 1009, Burlington, Vermont 05402, Attention: Investor Relations,
Telephone: (800) 322-5222 or to Community Bank System, Inc., 5790
Widewaters Parkway, DeWitt, New York 13214, Attention: Investor
Relations, Telephone: (315) 445-2282.
Cautionary Notice Regarding Forward-Looking Statements
This communication contains “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934, and is intended to be protected by
the safe harbor provided by the same. Forward-looking statements can be
identified by the use of the words “anticipate,” “expect,” “intend,”
“estimate,” “target,” and words of similar import. Forward-looking
statements are not historical facts but instead express only
management’s beliefs regarding future results or events, many of which,
by their nature, are inherently uncertain and outside of management’s
control. It is possible that actual results and outcomes may differ,
possibly materially, from the anticipated results or outcomes indicated
in these forward-looking statements. Risks and uncertainties to which
these statements are subject include, but are not limited to, the
following: the timing to consummate the proposed merger; the risk that a
condition to closing of the proposed merger may not be satisfied; the
parties’ ability to achieve the synergies and value creation
contemplated by the proposed merger; the parties’ ability to promptly
and effectively integrate the businesses of Community Bank System and
Merchants Bancshares, Inc.; the diversion of management time on issues
related to the merger; the failure to consummate or delay in
consummating the merger for other reasons; changes in laws or
regulations; and changes in general economic conditions. For additional
information concerning factors that could cause actual conditions,
events or results to materially differ from those described in the
forward-looking statements, please refer to the factors set forth under
the headings “Risk Factors” and “Management's Discussion and Analysis of
Financial Condition and Results of Operations” in Community Bank
System’s most recent Form 10-K report and to Community Bank System’s
most recent Form 8-K reports, which are available online at www.sec.gov.
No assurances can be given that any of the events anticipated by the
forward-looking statements will transpire or occur, or if any of them do
so, what impact they will have on the results of operations or financial
condition of Community Bank System or Merchants Bancshares, Inc.
Forward-looking statements are made only as of the date of this
communication, and neither Community Bank System nor Merchants
Bancshares, Inc. undertakes any obligation to update any forward-looking
statements contained herein to reflect events or conditions after the
date hereof.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170426006504/en/
For further information contact:
Community Bank System, Inc.
Scott
A. Kingsley, (315) 445-3121
E.V.P. and Chief Financial Officer
or
Merchants
Bancshares, Inc.
Geoffrey R. Hesslink, (802) 865-1603
President
and Chief Executive Officer
Source: Community Bank System, Inc.