Cohoes Bancorp Rejects Ambanc's Inadequate Offer.Business Editors 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. , N.Y.--(BUSINESS WIRE)--Aug. 9, 2000 Cohoes Bancorp, Inc (Nasdaq NMS See NetWare Management System. : COHB) announced today that its Board has duly reviewed Ambanc's offer of $16.50 per share and Ambanc's related materials. After considering the advice of its investment banker Investment Banker A person representing a financial institution that is in the business of raising capital for corporations and municipalities. Notes: An investment banker may not accept deposits or make commercial loans. and legal counsel, the Cohoes Board unanimously rejected Ambanc's offer as being clearly inadequate. The offer is also highly conditional, with several conditions that cannot be met. The Cohoes Board of Directors also believes that Ambanc does not have the financial capability to complete its tender offer. Ambanc's bank subsidiary only has $60.9 million of equity capital at March 31, 2000, and clearly does not have the ability to dividend or advance to its parent company Ambanc sufficient funds to complete the tender offer. "We also believe that Ambanc's proposed price is still grossly inadequate on price as it represents only 109% of our June 30, 2000 tangible book value, and that there would be numerous legal and regulatory impediments IMPEDIMENTS, contracts. Legal objections to the making of a contract. Impediments which relate to the person are those of minority, want of reason, coverture, and the like; they are sometimes called disabilities. Vide Incapacity. 2. to Ambanc's offer," continued Mr. Robinson. "We believe Ambanc is merely trying to prevent the successful completion of our merger of equals with 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. Our combination with Hudson River will create a strong, attractive franchise, will increase earnings per share and will benefit all of our shareholders," concluded Mr. Robinson. This release may 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. within the meaning of 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 that involve risk and uncertainty. It should be noted that a variety of factors could cause the combined company's actual results and experience to differ materially from the anticipated results or expectations expressed in the forward-looking statements. Cohoes does not undertake, and specifically disclaims, any obligation to publicly release the results of any revisions which 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. Hudson River has filed a Registration Statement on Form S-4 concerning the merger with the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. Securities and Exchange Commission which includes the joint merger proxy statement/prospectus mailed to shareholders. In addition, Cohoes intends to file a Solicitation/Recommendation Statement with the United States Securities and Exchange Commission in response to the Tender Offer Statement filed by Ambanc Holding Co., Inc. or any statement to be filed by TrustCo Bank Corp NY. WE URGE INVESTORS TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors are currently able to obtain the Form S-4 Registration Statement and will be able to obtain the Solicitation/Recommendation Statements when filed, free of charge at the SEC's website, www.sec.gov. In addition, documents filed with the SEC by Cohoes are available free of charge from the Secretary of Cohoes at 75 Remsen Street, Cohoes, New York Cohoes is a city located at the northeast corner of Albany County, New York, USA. It is called the "Spindle City" because of the importance of textile production to its growth. As of the 2000 census, the city population was 15,521. 12047, telephone (518) 233-6500. Cohoes and Hudson River and their respective directors and executive officers 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 to approve the Cohoes-Hudson River merger. INFORMATION ABOUT THE PARTICIPANTS MAY BE OBTAINED THROUGH THE SEC'S WEBSITE FROM THE S-4 REGISTRATION STATEMENT FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 2000, AS AMENDED, AND DOCUMENTS FILED UNDER RULE 425 WITH THE SEC ON JULY 20, 2000 AND JULY 27, 2000. |
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