SYRACUSE, N.Y. and ONEIDA, N.Y., Sept. 25,
2015 /PRNewswire/ -- Community Bank System, Inc. (NYSE: CBU)
("Community Bank System") and Oneida Financial Corp. (NASDAQ: ONFC)
("Oneida Financial") announced today that they anticipate
completing their proposed merger late in the fourth quarter of this
year based upon their current estimate of the timing to obtain the
required regulatory approvals and to coordinate the operational and
systems conversion.
On June 10, 2015, Community Bank
System and Oneida Financial announced that they anticipated that
the closing would occur in the third or fourth quarter of this
year, subject to the satisfaction of all of the closing
conditions. At this time, the parties believe that the
transaction will be completed late in the fourth quarter of this
year, pending the receipt of all necessary regulatory approvals and
the satisfaction of other closing conditions. The Oneida
Financial stockholders have previously approved the merger.
As a result of the change in the anticipated closing date, the
election process that is currently underway to permit the Oneida
Financial stockholders to elect the form of their merger
consideration is being extended to November
25, 2015. Oneida Financial stockholders will receive a
letter with further information about the extension of the election
deadline and election process.
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
$7.9 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 $849.6 million at June 30,
2015 and stockholders' equity of $96.4 million. 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'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'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, regulatory approvals and to meet other 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.
Important Additional Information
In connection with the merger, Community Bank System filed with
the SEC on March 30, 2015 a
Registration Statement on Form S-4 that includes a Proxy Statement
of Oneida Financial and a Prospectus of Community Bank System
(together with the Proxy Statement, as amended, the "Proxy
Statement/Prospectus"), as well as other relevant documents
concerning the proposed transaction. The S-4 has been
declared effective and the Proxy Statement/Prospectus was first
mailed to stockholders of Oneida Financial on or about May 12, 2015. Each of Community Bank System and
Oneida Financial may file other relevant documents concerning the
proposed transaction.
A free copy of the Proxy Statement/Prospectus, as well as other
filings containing information about Community Bank System and
Oneida Financial, may be obtained at the SEC's Internet site
(http://www.sec.gov). You can also obtain these
documents, free of charge, from Oneida Financial Corp. at
http://www.oneidafinancial.com/ under the heading "Investor
Relations" and then "Documents" or from Community Bank System, Inc.
by accessing its website at www.communitybankna.com under the
heading of "Investor Relations" and then "SEC Filings & Annual
Report." Copies of the Proxy Statement/Prospectus can also be
obtained, free of charge, by directing a request to Oneida
Financial Corp., 182 Main Street, Oneida,
New York 13421, Attention: Investor Relations, Telephone:
(315) 363-2000 or to Community Bank System, Inc., 5790 Widewaters
Parkway, DeWitt, New York 13214,
Attention: Investor Relations, Telephone: (315) 445-2282.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/community-bank-system-inc-and-oneida-financial-corp-update-the-anticipated-closing-date-and-extend-the-election-deadline-for-electing-the-form-of-merger-consideration-300149272.html
SOURCE Oneida Financial Corp.