Community Bank System, Inc. (NYSE: CBU) and The Wilber
Corporation (NYSE Amex: GIW) today announced the signing of a
definitive agreement pursuant to which Community Bank System, Inc.
will acquire The Wilber Corporation, parent company of Wilber
National Bank in Oneonta, NY, for $101.8 million in Community Bank
System stock and cash, or $9.50 per share. The merger agreement has
been unanimously approved by the board of directors of both
companies.
The merger will combine two institutions with a strong history
of localized customer service, and expands the Community Bank
service footprint into seven new counties covering the Central
Leatherstocking, Greater Capital District, and Catskills regions of
Upstate New York. At June 30, 2010, The Wilber Corporation had
total assets of $929 million, net loans of $553 million, and
deposits of $778 million. The transaction is expected to be
accretive to CBU earnings per share in 2011, exclusive of one-time
acquisition related charges.
“We are excited to be partnering with Wilber National Bank to
extend our Upstate New York service area. Wilber has a significant
market presence and attractive deposit share in contiguous regions,
with demographic characteristics very similar to our current
markets,” said President and Chief Executive Officer Mark E.
Tryniski. “Just as important to us, Wilber Bank has an impressive
history of service to its customers and its communities, a
tradition that aligns well with that of Community Bank.” Tryniski
continued, “Wilber has historically strong earnings and operating
results and a footprint that lies predominantly within the
Marcellus Shale gas region, providing tremendous future growth
potential.”
“This is an ideal opportunity for Wilber to partner with a true
community bank that has been nationally recognized for providing
outstanding customer service,” said Alfred Whittet, President and
Chief Executive Officer of The Wilber Corporation. "Their focus on
local communities and local decision-making is identical to our
model, and our customers will benefit from expanded product and
service offerings and a broader network of branch locations and
ATM’s.”
Brian Wright, Chairman of the Board of The Wilber Corporation,
said, “We are pleased to be partnering with Community Bank System,
which will provide enhanced opportunities for our shareholders,
customers, and employees. We are pleased with the attractive market
premium for our shareholders, in addition to a significantly
improved dividend and substantial market liquidity. Community Bank
System also has an impressive history of creating shareholder value
through both earnings and dividend growth.”
The merger agreement provides for two Wilber Corporation
Directors to be added to the Board of Directors of Community Bank
System, Inc. The merger transaction is expected to close in early
2011, subject to approval by the shareholders of The Wilber
Corporation, as well as completion of the regulatory review and
approval process.
Janney Montgomery Scott LLC served as financial advisor to
Community Bank System; Sandler O’Neill + Partners, LP served as
financial advisor to The Wilber Corporation with Austin Associates,
LLC providing a fairness opinion. Legal counsel for Community Bank
System was Bond, Schoeneck & King, PLLC, and for Wilber was
Hinman, Howard & Kattell, LLP.
Conference Call Scheduled
Community Bank System management will discuss the transaction
during its third quarter earnings conference call scheduled for
Wednesday, October 27, 2010 at 11:00 a.m. Eastern Time. The
conference call can be accessed at 1-877-551-8082 (1-904-520-5770
if outside United States and Canada). An audio recording will be
available one hour after the call until December 31, 2010, and may
be accessed at 1-888-284-7564 (1-904-596-3174 if outside the United
States and Canada) and entering access code 255258. Investors may
also listen live via the Internet at:
http://www.videonewswire.com/event.asp?id=73418
Additional Information About the Merger
Community Bank System, Inc. and The Wilber Corporation will file
a proxy statement/prospectus and other relevant documents with the
SEC in connection with the merger. Shareholders of The Wilber
Corporation are advised to read the proxy statement/prospectus when
it becomes available and any other relevant documents filed with
the SEC, as well as any amendments or supplements to those
documents, because they will contain important information.
The proxy statement/prospectus and other relevant materials
(when they become available), and any other documents Community
Bank System, Inc. has filed with the SEC, may be obtained free of
charge at the SEC’s website at www.sec.gov. In addition, investors and security
holders may obtain free copies of the documents Community Bank
System, Inc. has filed with the SEC by contacting Josie Rurka,
Investor Relations, Community Bank System, Inc., 5790 Widewaters
Parkway, DeWitt, NY 13214, telephone: (315) 445-7300 and by The
Wilber Corporation by contacting Joseph E. Sutaris, 245 Main
Street, Oneonta, NY 13820, telephone: (607) 432-1700.
The Wilber Corporation and its directors, executive officers and
other members of its management and employees may be deemed to be
participants in the solicitation of proxies from its shareholders
in connection with the proposed merger. Information concerning such
participants’ ownership of The Wilber Corporation common stock will
be set forth in the proxy statement/prospectus relating to the
merger when it becomes available. This communication does not
constitute an offer of any securities for sale.
Community Bank System, Inc. - Profile
Headquartered in DeWitt, NY, Community Bank System, Inc. has
$5.5 billion in assets and approximately 150 customer facilities
across Upstate New York, where it operates as Community Bank, N.A.,
and Northeastern Pennsylvania, where it is known as First Liberty
Bank & Trust. Its other subsidiaries include: Benefit Plans
Administrative Services, Inc., an employee benefits administration
and consulting firm with offices in Upstate New York, Pittsburgh
and Philadelphia, PA, and Houston, TX; the CBNA Insurance Agency,
with offices in three northern New York communities; Community
Investment Services, a broker-dealer delivering financial products
throughout the company's branch network; and Nottingham Advisors, a
wealth management and advisory firm with offices in Buffalo, NY,
and North Palm Beach, FL. For more information, visit:
www.communitybankna.com or www.firstlibertybank.com.
About The Wilber Corporation and Wilber National Bank
The Wilber Corporation is a single bank holding company
headquartered in Oneonta, New York, and its common stock trades
under the symbol “GIW” on the NYSE Amex.
Wilber National Bank operates as a traditional commercial bank
in the central New York market with 22 branch offices located in
Otsego, Delaware, Schoharie, Ulster, Chenango, Onondaga, Saratoga,
and Broome Counties, along with a loan production office located in
Saratoga County. Additional information about Wilber National Bank
can be found at its website: www.wilberbank.com.
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. The following factors, among others, could cause the actual
results of CBU and GIW operations to differ materially from
expectations: the successful integration of operations of its
acquisitions; competition; changes in economic conditions, interest
rates and financial markets; and changes in legislation or
regulatory requirements. CBU and GIW assume no duty to update
forward-looking statements.
Wilber
Corporation Acquisition Highlights
Franchise:
- Offers significant size in new markets and is a natural market
extension into an adjacent region with similardemographic
profile.
This transaction makes CBU a $6.4 billion
institution operating in nearly every market in Upstate New
York.
Wilber is currently number one in deposit
market share in the Oneonta MSA, an area where CBU currently has no
branches.
Wilber operates in markets similar to
where CBU has historically performed well, including those areas
within the Marcellus Shale formation.
- Wilber’s current branch network will provide an attractive
platform for CBU’s existing product suite.
Accretion:
- The deal is expected to be accretive to EPS (excl. one-time
costs) by 2 - 4% in 2011 and 2012 with an IRRof approximately
12%.
Capital:
- 80/20% stock/cash mix provides capital support to remain
substantially above well-capitalized.
Overview of
Wilber Corp.
- Wilber is a $929 million asset bank headquartered in Oneonta,
NY (Otsego County)
- Wilber operates 22 branches in Otsego (10), Delaware (5),
Chenango (2), Broome (1), Onondaga (1), Saratoga (1), Schoharie (1)
and Ulster (1) Counties, NY
- At or for the six months ended June 30, 2010
Total Assets: $929.3 million
Total Net Loans: $553.0 million
Total Deposits: $778.5 million
NPAs/Total Assets: 2.59%
Net Income: $2.9 million
ROAA: 0.62%
ROAE: 7.73%
NIM: 3.60%
Terms and
Pricing
Consideration:
$9.50 per share in stock or cash (80%
stock / 20% cash subject toelection). Price is fixed, subject to
collars.
Deal
Value:
$101.8 million
Pricing
Metrics:
1.32x book value, 1.41x tangible book value, 13.4x LTM EPS
Detailed Due
Diligence:
Completed; utilized third-party credit
review firm. Assumed $21.5 -$26.5 million credit mark.
Estimated
One-time Costs:
$7.7 million (pre-tax)
Estimated Cost
Savings:
$5.1 million (pre-tax), approximately 19%
of Wilber’s estimated 2011non-interest expenses
Earnings
Accretion:
2% - 4% in 2011
Estimated Pro
FormaCapital Ratios at Closing:
7.40%+ Tier 1 Leverage Ratio
12.19% Tier 1, Risk-based Ratio
13.23% Total Capital Ratio
5.82% TCE/TA
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