Community Bank System, Inc. (“Community Bank System”) (NYSE:CBU)
and Oneida Financial Corp. (“Oneida Financial”) (NASDAQ:ONFC)
announced that they have received the regulatory approvals from the
Office of the Comptroller of the Currency (the “OCC”) and the Board
of Governors of the Federal Reserve System (the “FRB”) for the
proposed merger. The parties expect to receive the New York
Department of Financial Services’ approval shortly.
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Community Bank System and Oneida Financial also announced that
they have set Friday, December 4, 2015 as the closing date for the
merger, subject to the satisfaction of customary closing conditions
and the receipt of the New York Department of Financial Services’
approval. As previously announced, the deadline for Oneida
Financial’s stockholders to submit election forms regarding the
form of merger consideration is Wednesday, November 25, 2015, and
additional information about the election process is provided
below.
“We are excited to be partnering with Oneida Financial to extend
and strengthen our Central New York service area,” Community Bank
System President and Chief Executive Officer Mark E. Tryniski said.
“Through the merger, we look forward to officially bringing
together two community-focused financial institutions, resulting in
many benefits to the great communities in which both banks do
business. We are extremely pleased to welcome Oneida’s customers,
stockholders and employees to Community Bank.”
Oneida Savings Bank’s customers will be receiving additional
information providing details about the transition timeframe which
will supplement the welcome booklets previously mailed to
customers. The welcome materials, mailed in early November,
provided details about each customer’s new accounts with Community
Bank, N.A. Based upon the anticipated closing date of December 4,
2015, all Oneida Savings Bank locations will be reopening on
Monday, December 7, 2015 as Community Bank, N.A. locations.
Customers may direct their questions or concerns to any customer
service representative at their local Oneida Savings Bank branch or
to Community Bank, N.A. at (800) 388-4679. Both Oneida Savings
Bank’s and Community Bank, N.A.’s employees are delighted to help
customers and to ensure that the transition is smooth. Upon
consummation of the merger, Oneida Savings Bank’s customers will
have access to over 200 customer facilities across Upstate New York
and Northeastern Pennsylvania.
Election Procedures for Oneida Financial Stockholders
Oneida Financial 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 remains
5:00 P.M. (Eastern time) on November 25, 2015. Oneida Financial
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
Oneida Financial stockholders. If a valid election as to the form
of merger consideration is not received prior to the election
deadline of November 25, 2015, each share of Oneida Financial
common stock, upon consummation of the merger, will be converted
into the right to receive either (i) 0.5635 shares of Community
Bank System common stock, (ii) $20.00 in cash, or (iii) any
combination of Community Bank System common stock and cash, using
the same exchange ratio and cash price, as determined pursuant to
the allocation procedures described in the Merger Agreement and
Proxy Statement/Prospectus. Oneida Financial 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
Oneida Financial shares into the applicable merger
consideration.
Oneida Financial 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 November 25, 2015 may contact D.F. King & Co., Inc., the
Information Agent for the merger, at:
D.F. King & Co., Inc. 48 Wall Street, 22nd Floor New York, NY
10005 Toll Free #: (866) 530-8636 Banks and Brokers may call
collect at (212) 493-3910
About Community Bank System, Inc.
Community Bank System, Inc. operates more than 190 customer
facilities across Upstate New York and Northeastern Pennsylvania
through its banking subsidiary, Community Bank, N.A. With assets of
approximately $8.0 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, 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 Oneida Financial Corp.
Oneida Financial Corp. had total assets of $816 million at
September 30, 2015. Oneida Financial Corp.’s wholly owned
subsidiaries include The Oneida Savings Bank, a New York State
chartered FDIC-insured savings bank; State Bank of Chittenango, a
state chartered limited-purpose commercial bank; OneGroup NY, Inc.
(formerly Bailey & Haskell Associates, Inc.), an insurance,
risk management and employee benefits company; and Oneida Wealth
Management, Inc., a financial and investment advisory firm. Oneida
Savings Bank was established in 1866 and operates twelve
full-service banking offices in Madison and Oneida counties. For
more information, please visit Oneida Financial Corp.’s website at
www.oneidafinancial.com.
Cautionary Statements Regarding Forward-Looking
Information
This release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
giving Oneida Financial’s and Community Bank System, Inc.’s
expectations or predictions of future financial or business
performance or conditions. Forward-looking statements are typically
identified by words such as “believe,” “expect,” “anticipate,”
“intend,” “target,” “estimate,” “continue,” “positions,”
“prospects” or “potential,” by future conditional verbs such as
“will,” “would,” “should,” “could” or “may,” or by variations of
such words or by similar expressions. These forward-looking
statements are subject to numerous assumptions, risks and
uncertainties, which change over time. Forward-looking statements
speak only as of the date they are made and we assume no duty to
update forward- looking statements. Actual results may differ
materially from current projections.
In addition to risk factors previously disclosed in Oneida
Financial’s and Community Bank System, Inc.’s reports filed with
the U.S. Securities and Exchange Commission and those identified
elsewhere in this release, the following factors, among others,
could cause actual results to differ materially from
forward-looking statements or historical performance: the ability
to obtain, or delays in obtaining, all regulatory approvals and to
satisfy closing conditions to the merger; delay in closing the
merger; business disruption following the merger; the inability to
realize cost savings or revenues or to implement integration plans
and other consequences associated with the proposed merger; changes
in asset quality and credit risk; changes in interest rates and
capital markets; and changes in legislation or regulatory
requirements.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20151118006681/en/
Community Bank System, Inc.Scott A. Kingsley, 315-445-3121E.V.P.
and Chief Financial OfficerorOneida Financial Corp.Eric E.
Stickels, 315-366-3702President and Chief Operating Officer
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