TD Banknorth to Acquire Hudson United Bancorp to Enhance Its Community Banking Franchise in Southern Connecticut and Eastern New
12 7월 2005 - 8:34PM
Business Wire
TD Banknorth Inc. (NYSE: BNK) and Hudson United Bancorp (NYSE: HU)
announced today that they have signed a definitive agreement for TD
Banknorth to acquire Hudson United for approximately $1.9 billion
in cash and TD Banknorth stock. "This acquisition is consistent
with our growth strategy and will significantly expand our
franchise in both Connecticut and eastern New York while providing
us with a presence in the fast-growing markets of New Jersey and
Philadelphia," said William J. Ryan, TD Banknorth's Chairman,
President and Chief Executive Officer. "We look forward to
welcoming Hudson United into the TD Banknorth family and to
offering Hudson United's customers a broader array of products and
services." On a pro forma basis, the transaction will create a
regional financial services company with 590 branches, 751 ATMs and
over $26 billion in deposits across 8 northeastern states.
Acquisition Details Under the terms of the definitive agreement,
Hudson United shareholders will have the right, subject to
proration, to elect to receive cash and/or TD Banknorth common
stock, in either case having a value equal to $21.07 plus the
product of 0.7247 times the average closing price of the TD
Banknorth common stock during a ten-trading day period ending on
the fifth trading day prior to the closing date. Based on the
closing price of the TD Banknorth common stock on July 11, 2005,
the deal is valued at $42.78 per Hudson United share and the
aggregate merger consideration consists of approximately 51% TD
Banknorth common stock and 49% cash. It is anticipated that the
common stock consideration received in the transaction will be
tax-free to Hudson United shareholders. The cash for the
transaction will be financed through TD Banknorth's sale of
approximately 29.6 million shares of TD Banknorth common stock to
TD Banknorth's majority stockholder, TD Bank Financial Group
("TD"), at a price of $31.79 per share. On a pro forma basis, based
on the number of TD Banknorth shares outstanding as of June 30,
2005, TD's percentage ownership of TD Banknorth will decrease
slightly after giving effect to the transaction. However, through
TD Banknorth share repurchases or, subject to meeting regulatory
requirements, open market purchases, TD has indicated its intent to
at least maintain its ownership of TD Banknorth at the level prior
to the acquisition of Hudson United or, as market conditions
warrant, to potentially increase its position. It is anticipated
that the transaction will be accretive to TD Banknorth's GAAP EPS
by approximately $0.06 in 2007, the first full year of combined
operations between the two companies. In 2006, it is anticipated
that the transaction will be slightly dilutive to TD Banknorth's
GAAP EPS by approximately $0.01. "We are excited about joining TD
Banknorth," said Kenneth Neilson, Hudson United's Chairman,
President and Chief Executive Officer. "This transaction rewards
our shareholders while maintaining our focus on local community
banking." Under the terms of the definitive agreement, two Hudson
United directors will be added to the TD Banknorth Board of
Directors. "We are pleased to support Bill Ryan and his team in
this strategic acquisition," said Ed Clark, President and Chief
Executive Office of TD Bank Financial Group. "This transaction
delivers on our shared vision for growth and marks a significant
milestone in TD Banknorth's expansion strategy." The transaction is
subject to approval by shareholders of Hudson United and TD
Banknorth, as well as customary regulatory approvals, and is
expected to close in the first quarter of 2006. Lehman Brothers
served as TD Banknorth's financial advisor and Elias, Matz, Tiernan
& Herrick, LLP served as TD Banknorth's counsel. Keefe,
Bruyette and Woods served as Hudson United's financial advisor and
Pitney Hardin LLP served as Hudson United's counsel. Conference
Call Details TD Banknorth will hold an analyst conference call
today, July 12, 2005, at 10:00 a.m., Eastern Time, to discuss
details of the transaction. The call will feature a presentation by
TD Banknorth's CEO, Bill Ryan, and will be followed by a question
and answer period for analysts and investors. The dial-in number
for the call in the USA and Canada is 800-299-9630 and the
international dial-in number is 617-786-2904. The passcode for the
call is 38328527. The conference call is also being webcast by CCBN
and can be accessed at TD Banknorth's website at
www.tdbanknorth.com/investorrelations. Immediately following the TD
Banknorth call, TD will host a call for its shareholders and
analysts (using the same number and webcast coordinates) at
approximately 11:10 am Eastern Time. The call will feature a
presentation by Ed Clark and TD's Chief Financial Officer, Dan
Marinangeli, and will be followed by a question and answer period
for investors. The dial-in number for the call is the same as for
the TD Banknorth call: USA and Canada - 800-299-9630, International
- 617-786-2904. The passcode for the call is 38328527. Participants
of the TD Banknorth call are welcome to remain on the line for the
second call. An audiocast of the call will be available on line at
TD's website at www.td.com/investor/index.jsp. A replay of the
conference call will be available shortly after the call's
completion for at least 30 days. The replay dial-in number in the
USA and Canada is 888-286-8010 and the international replay dial-in
number is 617 801-6888. The replay passcode is 19540613. A webcast
replay will also be available at TD Banknorth's website
www.tdbanknorth.com/investorrelations. About TD Banknorth Inc. TD
Banknorth Inc. is a leading banking and financial services company
headquartered in Portland, Maine and a majority-owned subsidiary of
TD Bank Financial Group. At March 31, 2005, TD Banknorth had $32.1
billion of total consolidated assets and provided financial
services to over 1.3 million households in the Northeast. TD
Banknorth's banking subsidiary, TD Banknorth, N.A., operates
banking divisions in Maine, New Hampshire, Massachusetts,
Connecticut, Vermont and upstate New York. TD Banknorth and TD
Banknorth, N.A. also operate subsidiaries and divisions in
insurance, wealth management, merchant services, mortgage banking,
government banking and other financial services and offer
investment products in association with PrimeVest Financial
Services, Inc. The TD Banknorth common stock trades on the New York
Stock Exchange under the symbol "BNK". For more information, visit
http://www.tdbanknorth.com. About Hudson United Bancorp Hudson
United Bancorp is the multi-state bank holding company for Hudson
United Bank, which has 204 offices in New Jersey, New York,
Connecticut and Pennsylvania. Hudson United Bancorp's subsidiaries
offer a full array of innovative products and services to
commercial and retail accounts, including imaged checking accounts,
24-hour telephone and internet banking, loans by phone, alternative
investment products, insurance products, private label credit
programs and a wide variety of commercial loans and services
including asset based loans, SBA loans, international services,
merchant services and cash management services. Wealth management
services are also provided to individuals and businesses. Public
sector products and services are provided to local and state
governments, municipalities, educational institutions, civic and
not-for-profit organizations. For more information, visit
http:www.hudsonunitedbank.com Forward-looking Information This
press release contains forward-looking statements regarding TD
Banknorth's acquisition of Hudson United and the effect on TD's
percentage ownership of TD Banknorth. Words such as "expect",
"feel", "believe", "will", "may", "anticipate", "plan", "estimate",
"intend", "should" and similar expressions are intended to identify
forward-looking statements. These forward-looking statements
involve certain risks and uncertainties. Factors that may cause
actual results to differ materially from those contemplated by such
forward-looking statements include, among others, the following
possibilities: (1) estimated cost savings from the acquisition
cannot be fully realized within the expected time frame; (2)
revenues following the acquisition are lower than expected; (3)
competitive pressure among depository institutions increases
significantly; (4) costs or difficulties related to the integration
of the businesses of TD Banknorth and Hudson United are greater
than expected; (5) changes in the interest rate environment reduce
interest margins; (6) general economic conditions, either
nationally or in the markets in which TD Banknorth will be doing
business, are less favorable than expected; (7) legislation or
changes in regulatory requirements adversely affect the businesses
in which TD Banknorth would be engaged; or (8) factors which would
result in a condition to the transaction not being met. Neither TD
Banknorth nor Hudson United undertakes any obligation to update
these forward-looking statements to reflect events or circumstances
that occur after the date on which such statements were made.
Additional Information About the Transaction This press release may
be deemed to be solicitation material in respect of the proposed
merger of TD Banknorth and Hudson United. In connection with the
proposed transaction, a registration statement on Form S-4 will be
filed with the SEC. Shareholders of TD Banknorth and shareholders
of Hudson United are encouraged to read the registration statement
and any other relevant documents filed with the SEC, including the
joint proxy statement/prospectus that will be part of the
registration statement, because they will contain important
information about the proposed merger. The final joint proxy
statement/prospectus will be mailed to shareholders of TD Banknorth
and shareholders of Hudson United. Investors and security holders
will be able to obtain the documents free of charge at the SEC's
website, www.sec.gov, from TD Banknorth, Two Portland Square, P.O.
Box 9540, Portland, Maine 04112-9540, Attention: Investor
Relations, or from Hudson United, 1000 MacArthur Boulevard, Mahwah,
New Jersey 07430, Attention: Investor Relations. TD Banknorth,
Hudson United and their respective directors and executive officers
and other members of management and employees may be deemed to
participate in the solicitation of proxies in respect of the
proposed transaction. Information regarding TD Banknorth's
directors and executive officers is available in TD Banknorth's
proxy statement for its 2005 annual meeting of shareholders, which
was filed with the SEC on April 20, 2005, and information regarding
Hudson United's directors and executive officers is available in
Hudson United's proxy statement for its 2005 annual meeting of
shareholders, which was filed with the SEC on March 23, 2005.
Additional information regarding the interests of such potential
participants will be included in the joint proxy
statement/prospectus and the other relevant documents filed with
the SEC when they become available.
Hudson United Bancorp (NYSE:HU)
과거 데이터 주식 차트
부터 8월(8) 2024 으로 10월(10) 2024
Hudson United Bancorp (NYSE:HU)
과거 데이터 주식 차트
부터 10월(10) 2023 으로 10월(10) 2024