Chittenden Corporation and Community Bank & Trust Company Announce Election Deadline in Connection with Proposed Acquisition.BURLINGTON, Vt. -- Chittenden Corporation (NYSE NYSE See: New York Stock Exchange : CHZ CHZ Circumstellar Habitable Zone ) and Community Bank & Trust Company (OTCBB OTCBB See OTC Bulletin Board (OTCBB). : CBNH.OB) announced today that October 24, 2007 has been set as the deadline for merger consideration elections in connection with Chittenden's proposed acquisition of Community Bank. Completion of the acquisition is subject to customary closing conditions, as well as the approval of Community Bank shareholders and various regulatory agencies regulatory agency Independent government commission charged by the legislature with setting and enforcing standards for specific industries in the private sector. The concept was invented by the U.S. . Community Bank shareholders wishing to make an election regarding the consideration they would like to receive for their Community Bank shares must deliver to Computershare Trust Co., Inc., the exchange agent, properly completed Election Forms and Letters of Transmittal, together with their stock certificates or properly completed notices of guaranteed delivery, by 5:00 P.M., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on Wednesday, October 24, 2007, the election deadline. Community Bank shareholders may elect cash, shares of Chittenden common stock or a combination of the two for their Community Bank shares. All elections are subject to adjustment to ensure that 75% of the outstanding shares of Community Bank common stock will be converted into the right to receive shares of Chittenden common stock, and the remaining shares of Community Bank common stock will be converted into the right to receive cash. As a result, a Community Bank shareholder may not receive the exact form of consideration elected, and the ability of a Community Bank shareholder to receive the form of consideration elected will depend on the elections made by other Community Bank shareholders. Community Bank shareholders who do not properly deliver such documentation to Computershare Trust Co., Inc. (at the address specified in the Election Form and Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. ) prior to the election deadline will forfeit To lose to another person or to the state some privilege, right, or property due to the commission of an error, an offense, or a crime, a breach of contract, or a neglect of duty; to subject property to confiscation; or to become liable for the payment of a penalty, as the result of a the right to select the form of consideration they would like to receive. If the acquisition is completed, such non-electing shareholders will be allocated Chittenden common stock and/or cash depending on the elections made by other Community Bank shareholders. Community Bank shareholders may obtain additional copies of the Election Form and Letter of Transmittal, copies of which were mailed today to Community Bank shareholders, by contacting Georgeson Inc., the information agent, at 1-888-605-8337. 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. This press release contains statements that may be considered 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. These forward-looking statements are intended to be covered by the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions for forward-looking statements contained in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995, and this statement is included for purposes of complying with these safe harbor provisions. These forward-looking statements are based on current plans and expectations, which are subject to a number of risk factors and uncertainties that could cause future results to differ materially from historical performance or future expectations. These differences may be the result of various factors, including, among others: (1) failure of the parties to satisfy the closing conditions in the merger agreement in a timely manner or at all; (2) failure of the shareholders of Community Bank to approve the merger agreement; (3) failure to obtain governmental approvals of the merger, or imposition of adverse regulatory conditions in connection with such approvals; (4) disruptions to the parties' businesses as a result of the announcement and pendency Pend´en`cy n. 1. The quality or state of being pendent or suspended. 2. The quality or state of being undecided, or in continuance; suspense; as, the pendency of a suit s>. of the merger; (5) costs or difficulties related to the integration of the businesses following the merger; (6) changes in general, national or regional economic conditions; (7) changes in loan default and charge-off rates; (8) reductions in deposit levels necessitating increased borrowings to fund loans and investments; (9) changes in interest rates; (10) changes in levels of income and expense in noninterest income and expense related activities; (11) competition and (12) failure of Chittenden and People's United Financial, Inc. to consummate their pending merger in a timely manner or at all. For further information on these risk factors and uncertainties, please see Chittenden's filings with the Securities and Exchange Commission, including Chittenden's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 31, 2006. Chittenden and Community Bank undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or other changes. Additional Information About this Transaction In connection with Chittenden's proposed acquisition of Community Bank, Chittenden has filed a registration statement on Form S-4 with the Securities and Exchange Commission containing a proxy statement/prospectus dated September 13, 2007, which has been mailed to Community Bank shareholders. Investors are urged to read these materials, and any other documents filed by Chittenden with the SEC or Community Bank with the FDIC FDIC See: Federal Deposit Insurance Corporation FDIC See Federal Deposit Insurance Corporation (FDIC). , because they contain or will contain important information about Chittenden, Community Bank and the merger. The proxy statement/prospectus and other relevant materials, and any other documents filed by Chittenden with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, investors may obtain free copies of the documents filed with the SEC by Chittenden by directing a written request to Chittenden Corporation, 2 Burlington Square, Burlington, Vermont Burlington is the largest city in the U.S. state of Vermont and is the shire town of Chittenden County, Vermont. With a population of 38,889, the city is the core of one of the nation's smaller metropolitan areas, and is also the smallest U.S. 05402-0820, Attention: General Counsel. Free copies of the documents filed with the FDIC by Community may be obtained by directing a written request to Community Bank & Trust Company, P.O. Box 59, Wolfeboro, New Hampshire Wolfeboro is a town in Carroll County, New Hampshire, United States. The population was 6,083 at the 2000 census. A venerable resort area situated beside Lake Winnipesaukee, Wolfeboro includes the village of Wolfeboro Falls. The community is home to Wentworth State Park. 03894, Attention: Gregg Roark. Chittenden, Community Bank and their respective executive officers and directors may be deemed to be participants in the solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of proxies from the shareholders of Community Bank in connection with the merger. Information about the directors and executive officers of Chittenden and Community Bank and information about any other persons who may be deemed participants in this transaction is included in the proxy statement/prospectus. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities. Chittenden is a bank holding company headquartered in Burlington, Vermont. Through its subsidiary banks1, the Company offers a broad range of financial products and services to customers throughout Northern New England New England, name applied to the region comprising six states of the NE United States—Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, and Connecticut. The region is thought to have been so named by Capt. , Massachusetts and Connecticut, including deposit accounts and services; commercial and consumer loans; insurance; and investment and trust services to businesses, individuals, and the public sector. Chittenden Corporation's news releases, including earnings announcements, are available on the Company's website. 1 Chittenden's subsidiaries are Chittenden Trust Company, The Bank of Western Massachusetts, Flagship Bank and Trust Company, Maine Bank & Trust Company, Ocean Bank and Merrill Merchants Bank. Chittenden Trust Company also operates under the names Chittenden Bank, Chittenden Services Group, and Chittenden Mortgage Services, and it owns Chittenden Insurance Group, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , Chittenden Securities, LLC, and Chittenden Commercial Finance. |
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