Ambanc Requests Shareholder List From Cohoes.Business Editors AMSTERDAM, N.Y.--(BUSINESS WIRE)--July 17, 2000 Ambanc Holding Company, Inc. ("Ambanc") announced today that it has sent a letter to 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. ("Cohoes") requesting, among other things, a current list of Cohoes shareholders. 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: "Management and the Board of Directors of Ambanc are very disappointed that Cohoes suggested that our proposal to acquire all of the shares of Cohoes stock is not a bona fide [Latin, In good faith.] Honest; genuine; actual; authentic; acting without the intention of defrauding. A bona fide purchaser is one who purchases property for a valuable consideration that is inducement for entering into a contract and without suspicion of being offer. This misrepresentation misrepresentation In law, any false or misleading expression of fact, usually with the intent to deceive or defraud. It most commonly occurs in insurance and real-estate contracts. False advertising may also constitute misrepresentation. by Cohoes is being utilized to avoid serious consideration of Ambanc's proposal and to avoid providing Cohoes shareholders their right to vote on our proposal, which we believe provides greater value to Cohoes shareholders. In order to impress upon the Cohoes Board of Directors the sincerity of our proposal and our determination to move this acquisition forward, Ambanc has requested a current list of Cohoes shareholders." Ambanc would also like to clarify another mischaracterization made by Cohoes in its press release concerning the contingencies to the consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. of an acquisition by Ambanc. The only contingencies contained in the Ambanc proposal are: -- Deposit market share in Saratoga County will increase from 2.62% at June 30, 1999 to 5.20% on a pro forma basis. Additionally, market share will increase to 4.84% in Albany County and to 1.55% in Schenectady County. Source: Sheshunoff. -- Gain access to Greene and Warren Counties, which have experienced population growth of 6.16% and 4.17%, respectively between 1990 and 1998. Source: Claritas. -- Shareholder Approval All three of these contingencies are standard in a transaction of this type and Ambanc is confident that all of these contingencies can be satisfied in an expeditious ex·pe·di·tious adj. Acting or done with speed and efficiency. See Synonyms at fast1. ex manner. Ambanc anticipates that the shareholders of Cohoes will not approve the so-called "merger-of-equals" between Hudson River Hudson River River, New York, U.S. Originating in the Adirondack Mountains and flowing for about 315 mi (507 km) to New York City, it was named for Henry Hudson, who explored it in 1609. Dutch settlement of the Hudson valley began in 1629. Bancorp, Inc. and Cohoes, thereby voiding the reciprocal Bilateral; two-sided; mutual; interchanged. Reciprocal obligations are duties owed by one individual to another and vice versa. A reciprocal contract is one in which the parties enter into mutual agreements. lock-up options 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 by Cohoes and Hudson River. Elimination of the mutual lock-up options will provide other interested parties an opportunity to purchase Cohoes in a negotiated transaction, possibly at a price higher than present proposals. Ambanc's existing bid of $15.25 per share, in cash, incorporates the cost of the lock-up option, which Ambanc estimates to be $1.08 per share. The Board of Directors of Ambanc once again urges the Cohoes Board to examine its fiduciary fiduciary (fĭd `shēĕ'rē), in law, a person who is obliged to discharge faithfully a responsibility of trust toward another. responsibility to its shareholders as it
reviews this superior proposal and to simply allow the stockholders of
Cohoes to decide which of the competing opportunities is in their best
interests. Ambanc also urges each Cohoes shareholder to examine who
benefits from preventing them, as owners of the company, from deciding
what is in their own best interests and, if they agree that it is not
themselves that benefit, they should contact Cohoes directly to express
their displeasure with the proposed merger transaction with Hudson.Ambanc's Management and Board of Directors believe that Ambanc's proposal to acquire Cohoes provides Cohoes shareholders with a better return for the following reasons: -- Deposit market share in Saratoga County will increase from 2.62% at June 30, 1999 to 5.20% on a pro forma basis. Additionally, market share will increase to 4.84% in Albany County and to 1.55% in Schenectady County. Source: Sheshunoff. -- Gain access to Greene and Warren Counties, which have experienced population growth of 6.16% and 4.17%, respectively between 1990 and 1998. Source: Claritas. Ambanc's Board of Directors unanimously supports the proposed acquisition of Cohoes by Ambanc for one simple reason; it builds shareholder value for Ambanc shareholders." Ambanc expects this acquisition to build value in the following ways:
1. Earnings accretion (cash offer of $15.25 per share):
Data is based on the annualized three month period ended March 31, 2000
Pro Forma
Ambanc Cohoes Combined
(All data is dollars in millions
except per share data and ratios.)
Net Interest Income After Provision 21.6 25.9 37.3
Noninterest Income 2.0 3.6 5.6
Noninterest Expense 16.7 19.2 30.7
Taxes 2.9 3.8 5.0
Net Income 3.9 6.6 7.2
Shares 4.7 7.9 4.7
Earnings Per Share 0.84 0.84 1.55
Accretion 85%
The pro forma EPS assumes fully implemented 28% cost reductions,
net of goodwill and tax impact. Even if Ambanc only achieved $3.6
million in pre-tax cost savings or 19% (based on Hudson River and
Cohoes Synopsis of Merger dated April 25, 2000) the EPS accretion
would be greater than 50%.
2. Grow the balance sheet and leverage capital:
Data is as of March 31, 2000.
Pro Forma
Ambanc Cohoes Combined
Assets $721 $704 $1,294
(in millions)
Equity $ 75 $121 $ 76
(in millions)
Equity to Assets Ratio 10% 17% 6%
Book Value per Share $15.42 $15.31 $15.50
3. Increase market share, penetrate attractive markets and add growth branches: -- Deposit market share in Saratoga County will increase from 2.62% at June 30, 1999 to 5.20% on a pro forma basis. Additionally, market share will increase to 4.84% in Albany County and to 1.55% in Schenectady County. Source: Sheshunoff. -- Gain access to Greene and Warren Counties, which have experienced population growth of 6.16% and 4.17%, respectively between 1990 and 1998. Source: Claritas. -- Increase market penetration Noun 1. market penetration - the extent to which a product is recognized and bought by customers in a particular market penetration - the act of entering into or through something; "the penetration of upper management by women" of Albany, Saratoga and Schenectady Counties, which have experienced average household income growth of 30.86%, 26.73% and 33.68%, respectively, between 1990 and 1998. Source: Claritas. Ambanc Holding Co., Inc. is a unitary unitary pertaining to a single object or individual. 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 and pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma data contain forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. concerning the financial condition, results of operations and business of Ambanc following the consummation of its proposed acquisition of Cohoes and includes certain assumptions regarding the effect, if any, the Cohoes benefit plans and arrangements may have on the cost to Ambanc of the proposed acquisition. We caution that such statements, pro forma data and assumptions are 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 or pro forma data. The pro forma data is not necessarily indicative of the financial position or results that would be achieved following the consummation of the proposed acquisition and should not be used as a basis for projection of market value. 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 CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or after the date of such statements. |
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