EXHIBIT 99
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Ambanc Requests Shareholder List From Cohoes
AMSTERDAM, N.Y.--(BUSINESS WIRE)--July 17, 2000--Ambanc Holding Company, Inc.
(NASDAQ: AHCI) ("Ambanc") announced today that it has sent a letter to Cohoes
Bancorp, Inc. ("Cohoes") requesting, among other things, a current list of
Cohoes shareholders.
John Lisicki, Ambanc's President and CEO stated:
"Management and the Board of Directors of Ambanc are very disappointed that
Cohoes suggested that our proposal to acquire all of the shares of Cohoes stock
is not a bona fide offer. This misrepresentation by Cohoes is being utilized to
avoid serious consideration of Ambanc's proposal and to avoid providing Cohoes
shareholders their right to vote on our proposal, which we believe provides
greater value to Cohoes shareholders. In order to impress upon the Cohoes Board
of Directors the sincerity of our proposal and our determination to move this
acquisition forward, Ambanc has requested a current list of Cohoes
shareholders."
Ambanc would also like to clarify another mischaracterization made by Cohoes in
its press release concerning the contingencies to the consummation of an
acquisition by Ambanc. The only contingencies contained in the Ambanc proposal
are:
-- Satisfactory Due Diligence
-- Regulatory Approval
-- Shareholder Approval
All three of these contingencies are standard in a transaction of this
type and Ambanc is confident that all of these contingencies can be satisfied in
an expeditious manner.
Ambanc anticipates that the shareholders of Cohoes will not approve the
so-called "merger-of- equals" between Hudson River Bancorp, Inc. and Cohoes,
thereby voiding the reciprocal lock-up options granted by Cohoes and Hudson
River. Elimination of the mutual lock-up options will provide other interested
parties an opportunity to purchase Cohoes in a negotiated transaction, possibly
at a price higher than present proposals. Ambanc's existing bid of $15.25 per
share, in cash, incorporates the cost of the lock-up option, which Ambanc
estimates to be $1.08 per share.
The Board of Directors of Ambanc once again urges the Cohoes Board to examine
its fiduciary responsibility to its shareholders as it reviews this superior
proposal and to simply allow the stockholders of Cohoes to decide which of the
competing opportunities is in their best interests. Ambanc also urges each
Cohoes shareholder to examine who benefits from preventing them, as owners of
the company, from deciding what is in their own best interests and, if they
agree that it is not themselves that benefit, they should contact Cohoes
directly to express their displeasure with the proposed merger transaction with
Hudson.
Ambanc's Management and Board of Directors believe that Ambanc's proposal to
acquire Cohoes provides Cohoes shareholders with a better return for the
following reasons:
-- Ambanc proposes to acquire all the outstanding Cohoes shares for $15.25 per
share in cash, which represents an 11% premium over the proposed "merger of
equals" with Hudson River based upon Hudson River's closing price of
$11.5625 on July 14, 2000. A cash offer removes all concerns to Cohoes
stockholders regarding future stock performance.
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-- Ambanc is willing to discuss offering Cohoes shareholders their choice of
either cash or stock, or some combination of both, within certain
parameters, which have yet to be negotiated. Hudson River's proposal offers
Cohoes' shareholders only stock. It is Ambanc's opinion that Hudson River's
current stock price is inflated due to the outstanding proposal of $14 per
share for Hudson River made by TrustCo Bank Corp.
Ambanc's Board of Directors unanimously supports the proposed acquisition of
Cohoes by Ambanc for one simple reason; it builds shareholder value for Ambanc
shareholders." Ambanc expects this acquisition to build value in the following
ways:
1. Earnings accretion (cash offer of $15.25 per share):
Data is based on the annualized three month period ended March 31, 2000
Pro Forma
Ambanc Cohoes Combined
(All data is dollars in millions
except per share data and ratios.)
Net Interest Income After Provision 21.6 25.9 37.3
Noninterest Income 2.0 3.6 5.6
Noninterest Expense 16.7 19.2 30.7
Taxes 2.9 3.8 5.0
Net Income 3.9 6.6 7.2
Shares 4.7 7.9 4.7
Earnings Per Share 0.84 0.84 1.55
Accretion 85%
The pro forma EPS assumes fully implemented 28% cost reductions, net of
goodwill and tax impact. Even if Ambanc only achieved $3.6 million in pre-tax
cost savings or 19% (based on Hudson River and Cohoes Synopsis of Merger dated
April 25, 2000) the EPS accretion would be greater than 50%.
2. Grow the balance sheet and leverage capital:
Data is as of March 31, 2000.
Pro Forma
Ambanc Cohoes Combined
Assets $721 $704 $1,294
(in millions)
Equity $ 75 $121 $ 76
(in millions)
Equity to Assets Ratio 10% 17% 6%
Book Value per Share $15.42 $15.31 $15.50
3. Increase market share, penetrate attractive markets and add growth branches:
-- Deposit market share in Saratoga County will increase from 2.62% at June
30, 1999 to 5.20% on a pro forma basis. Additionally, market share will
increase to 4.84% in Albany County and to 1.55% in Schenectady County.
Source: Sheshunoff.
-- Gain access to Greene and Warren Counties, which have experienced
population growth of 6.16% and 4.17%, respectively between 1990 and 1998.
Source: Claritas.
-- Increase market penetration of Albany, Saratoga and Schenectady Counties,
which have experienced average household income growth of 30.86%, 26.73%
and 33.68%, respectively, between 1990 and 1998. Source: Claritas.
Ambanc Holding Co., Inc. is a unitary savings and loan holding company. The
Company's primary subsidiary, Mohawk Community Bank, serves customers in
seventeen upstate New York offices, located in Montgomery, Fulton, Schenectady,
Saratoga, Albany, Otsego, Chenango and Schoharie counties. The Bank's deposits
are insured up to the maximum legal amount by the FDIC.
The foregoing material and pro forma data contain forward-looking statements
concerning the financial condition, results of operations and business of Ambanc
following the consummation of its proposed acquisition of Cohoes and includes
certain assumptions regarding the effect, if any, the Cohoes benefit plans and
arrangements may have on the cost to Ambanc of the proposed acquisition. We
caution that such statements, pro forma data and assumptions are subject to a
number of uncertainties and actual results could differ materially and,
therefore, readers should not place undue reliance on any forward-looking
statements or pro forma data. The pro forma data is not necessarily indicative
of the financial position or results that would be achieved following the
consummation of the proposed acquisition and should not be used as a basis for
projection of market value. Ambanc does not undertake, and specifically
disclaims, any obligation to publicly release the results of any revisions that
may be made to any forward-looking statements to reflect the occurrence of
anticipated or unanticipated events or circumstances after the date of such
statements.
CONTACT: Ambanc Holding Co., Inc.
John M. Lisicki, President & CEO
(518) 842-7200
[email protected]
www.mohawkcommunitybank.com
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