Bay View Capital Corporation and Great Lakes Bancorp to Merge
26 Octubre 2005 - 4:05PM
PR Newswire (US)
SAN MATEO, Calif., Oct. 26 /PRNewswire-FirstCall/ -- Bay View
Capital Corporation ("Bay View") and Great Lakes Bancorp, Inc.
("Great Lakes") of Buffalo, NY today announced the execution of a
definitive agreement to merge with Bay View as the surviving
corporation. Great Lakes is the holding company for Greater Buffalo
Savings Bank which was founded in November 1999 and as of September
30, 2005 reported assets of $771 million. The Bank operates 9 full
service branches and currently has 4 additional branches under
construction in Western New York. Under the terms of the merger
agreement, Great Lakes stockholders will receive a fixed ratio of
1.0873 shares of Bay View common stock for each share of Great
Lakes common stock. Based on the closing price of Bay View on
October 25, 2005, the transaction is valued at approximately $67.1
million. After completion of the merger, the former Great Lakes
stockholders will own approximately 40% of Bay View's then
outstanding shares. The Great Lakes merger is expected to close in
the first quarter of 2006, subject to receipt of government
regulatory approvals and stockholder approvals. The merged
businesses will operate under the name of Great Lakes Bancorp, but
will maintain Bay View's listing on the NYSE. Three members of Bay
View's senior executive team will be joining the board of Great
Lakes which will have 15 members upon the merger. Following the
merger, Robert B. Goldstein will serve as Chairman of the Executive
Committee of the Great Lakes board, Charles G. Cooper will become
Chairman of the ALCO and Risk Management Committee of the Great
Lakes board and John W. Rose will become Chairman of the Investor
Relations Committee of the Great Lakes board. They will join Barry
Snyder, who will continue as Chairman of the Board of Great Lakes,
and Andrew W. Dorn, Jr., who will continue as President and Chief
Executive Officer of Great Lakes. "We are pleased to be teaming
with Great Lakes to continue to build their strength and momentum
in their rapidly growing Western New York franchise. The merger is
reflective of Bay View's previously announced strategy to merge
with a strong community bank," said Robert B. Goldstein, Chairman
of the Board of Bay View. He also noted that the $100 million in
additional capital that Bay View will bring to Great Lakes will
enable Great Lakes to continue its strong record of growth. Mr.
Goldstein further noted that it would be a tax- efficient
transaction in that it would be tax-free to the Great Lakes
stockholders who receive Bay View common stock and that the merger
should not adversely impact Bay View's net operating loss
carry-forwards. Commenting on the merger, Barry Snyder, Chairman of
the Board of Great Lakes expressed pride in the accomplishment that
he and the Great Lakes board of directors have achieved in bringing
$100 million of additional capital to the Western New York markets
that Great Lakes serves together with the wealth of banking
experience that will be added with Messrs. Goldstein, Cooper and
Rose joining the board. "The effect of multiplying the capital of
Great Lakes will give us the opportunity to continue the growth and
expansion of our young franchise. We look forward with great
enthusiasm to the completion of this transaction," said Andrew W.
Dorn, Jr., the President and Chief Executive Officer of Great
Lakes. Bay View also announced that it is currently engaged in
negotiations to sell Bay View Acceptance Corporation. Bay View
anticipates that the process is likely to be completed shortly at
which time a further announcement would be made. Bay View can
provide no assurances as to the ultimate outcome of the
negotiations or the ultimate timing of any such announcement.
Harris Nesbitt Corp. acted as independent financial advisor to the
Board of Directors of Bay View Capital Corporation. Conference Call
Bay View will host a conference call at 11:00 A.M., PDT on
Thursday, October 27, 2005 to discuss the proposed merger.
Analysts, media representatives and the public are invited to
listen to this discussion by calling 1-888-793-6954 and referencing
the password "BVC." An audio replay of this conference call will be
available through November 26, 2005 and can be accessed by dialing
1-888-562-0524. Not a Proxy Statement This press release is not a
proxy statement or a solicitation of proxies from the holders of
common stock of Bay View Capital Corporation or Great Lakes
Bancorp, Inc. and does not constitute an offer of any securities of
Bay View Capital Corporation for sale. Any solicitation of proxies
will be made only by the joint proxy statement/prospectus of Bay
View Capital Corporation and Great Lakes Bancorp, Inc. that will be
mailed to all stockholders promptly after it is declared effective
by the Securities and Exchange Commission. Investors and security
holders of Great Lakes Bancorp are urged to read the proxy
statement/prospectus of Bay View Capital Corporation and the
relevant materials when they become available, because they will
contain important information about Great Lakes, Bay View and the
merger. The proxy statement/prospectus and other relevant materials
(when they become available) may be obtained free of charge at the
SEC's web site at http://www.sec.gov/. Forward Looking Statements
This press release contains "forward looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
Such statements include, but are not limited to, statements
concerning future revenues and earnings, uncertainties and other
factors that could cause actual results to differ materially from
the results expressed or implied by such statements, the likelihood
that Bay View Capital Corporation can utilize its net operating
loss carry-forwards and other factors disclosed in Bay View Capital
Corporation's periodic reports filed with the Securities and
Exchange Commission. Bay View Capital Corporation assumes no
obligation to update the forward looking information contained in
this release. DATASOURCE: Bay View Capital Corporation CONTACT:
John Okubo of Bay View Capital Corporation, +1-650-294-7778 Web
site: http://www.bayviewcapital.com/
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