Ambanc Raises Offer Price and Will Commence Tender Offer for Cohoes Bancorp for $16.50 Per Share, All Cash; Ambanc Urges Cohoes Stockholders to Vote Against the Hudson River Sale.Business Editors AMSTERDAM, NY--(BUSINESS WIRE)--July 27, 2000 Ambanc Holding Co., Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : AHCI AHCI Advanced Host Controller Interface AHCI Art and Humanities Index ) ("Ambanc") announced today that it intends to commence a tender offer for Cohoes Cohoes (kəhōz`), city (1990 pop. 16,825), Albany co., E N.Y., near Albany, at the confluence of the Mohawk and Hudson rivers; settled by the Dutch 1665, inc. 1869. Bancorp, Inc. (NASDAQ: COHB) ("Cohoes") in which it will seek to acquire all outstanding shares of Cohoes directly from the stockholders at a price of $16.50 per share in cash, representing a $1.25 per share increase to Ambanc's existing all cash proposal to acquire Cohoes, which was rejected by Cohoes management. The offer of $16.50 per share in cash represents a premium of more than 17% over the proposed sale of Cohoes to Hudson River Bancorp, Inc. (NASDAQ: HRBT HRBT Hampton Roads Bridge-Tunnel ) ("Hudson River"), based upon Hudson River's closing price of $11.875 on July 26, 2000. Ambanc also announced today that, along with its tender offer materials, it intends to file preliminary proxy materials Proxy Materials Documents regulated by the Securities & Exchange Commission in which a public company outlines its methods and procedures. These documents are used to inform shareholders and solicit votes for corporate decisions, such as the election of directors and other with the Securities and Exchange Commission to urge Cohoes stockholders to vote against the proposed Hudson River sale. John Lisicki, Ambanc's President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. stated: "The management and the Board of Directors of Cohoes have seriously failed Cohoes stockholders in their refusal to consider Ambanc's acquisition proposal. Management and the Board of Cohoes has refused to provide their stockholders with the right to vote on our proposal and they have avoided discussing the merits of our proposal by claiming that we are not serious about acquiring Cohoes. Because we are very serious about our offer to Cohoes, we are bypassing Cohoes management and taking our offer directly to the Cohoes stockholders. We are also increasing our offer to $16.50 per share in cash and urging all Cohoes stockholders to vote against the proposed sale to Hudson River, a sale that, in our opinion, represents a give-away of the Cohoes franchise for a fraction of its value. Our offer is not rich in benefits and cash to the management and Board of Directors of Cohoes, but instead transfers the value of the transaction to the stockholders, the true owners of Cohoes." Ambanc's tender offer is subject to certain contingencies, including the satisfaction of a minimum tender condition, Cohoes stockholders not approving the proposed Hudson River sale, valid termination of the lock-up option Lock-Up Option A stock option offered by a target company to a white knight for additional equity or for the purchase of a valuable portion of their company. Notes: granted to Hudson River, customary bank regulatory approvals, approvals by the Cohoes' Board of Directors and Cohoes stockholders necessary to remove anti-takeover obstacles, and satisfactory completion of due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. . The complete details of Ambanc's tender offer will be set forth in the tender offer statement to be filed with the Securities and Exchange Commission. continued Ambanc intends to file with the Securities and Exchange Commission a tender offer statement and preliminary proxy materials with respect to Ambanc's solicitation against the proposed Hudson River sale. Ambanc advises investors to carefully read both of these documents at the time they are filed because they will contain important information. Investors may obtain a free copy of these documents, when they become available, at the SEC's web site at www.sec.gov. These documents may also be obtained for free from Ambanc by directing a written request to Ambanc Holding Co., Inc., 11 Division Street, Amsterdam, New York Amsterdam, New York is the name of two locations in Montgomery County, New York:
As of July 26, 2000, Ambanc was the beneficial owner of 304,650 shares of Cohoes common stock. The directors and executive officers of Ambanc may be deemed to be "participants" in Ambanc's solicitation of Cohoes stockholders. Information regarding the participants, including their holdings of Cohoes stock, is set forth under a statement pursuant to Rule 14a-12 filed by Ambanc with the Securities and Exchange Commission today. Ambanc Holding Co., Inc. is a unitary savings and loan savings and loan n. a banking and lending institution, chartered either by a state or the Federal government. Savings and loans only make loans secured by real property from deposits, upon which they pay interest slightly higher than that paid by most banks. holding company. The Company's primary subsidiary, Mohawk Community Bank, serves customers in seventeen upstate New York Upstate New York is the region of New York State north of the core of the New York metropolitan area. It has a population of 7,121,911 out of New York State's total 18,976,457. Were it an independent state, it would be ranked 13th by population. offices, located in Montgomery, Fulton, Schenectady, Saratoga, Albany, Otsego, Chenango and Schoharie counties. The Bank's deposits are insured up to the maximum legal amount by the FDIC FDIC See: Federal Deposit Insurance Corporation FDIC See Federal Deposit Insurance Corporation (FDIC). . The foregoing material may contain forward-looking statements. We caution that such statements may be subject to a number of uncertainties and actual results could differ materially and, therefore, readers should not place undue reliance on any forward-looking statements. Ambanc does not undertake, and specifically disclaims, any obligation to publicly release the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. |
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