EXHIBIT (a)(7)
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This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares. The Offer is made solely by the Offer to Purchase dated August
9, 2000 and the related Letter of Transmittal and is not being made to (nor will
tenders be accepted from or on behalf of) holders of Shares in any jurisdiction
in which the making of the Offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction. In those jurisdictions where
securities, blue sky or other laws require the Offer to be made by a licensed
broker or dealer, the Offer shall be deemed to be made on behalf of Ambanc by
one or more registered brokers or dealers licensed under the laws of such
jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH ALL OF THE OUTSTANDING SHARES
OF COMMON STOCK OF COHOES BANCORP, INC.
AT $16.50 NET PER SHARE BY AMBANC HOLDING CO, INC.
Ambanc Holding Co., Inc., a Delaware corporation ("Ambanc"), is
offering to purchase all of the outstanding shares of common stock, par value
$.01 per share ("Shares"), of Cohoes Bancorp, Inc., a Delaware corporation
("Cohoes"), at a price of $16.50 per Share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated August 9, 2000 (the "Offer to Purchase") and in the
related Letter of Transmittal (which, as amended from time to time, together
constitute the "Offer").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, SEPTEMBER 6, 2000,
UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the expiration of the Offer that number of
Shares which, together with Shares beneficially owned by Ambanc, represents at
least a majority of the Shares outstanding on a fully diluted basis on the date
of purchase. The Offer is also subject to certain other terms and conditions
contained in the Offer to Purchase, including (i) the Cohoes stockholders not
approving the proposed merger of Cohoes with Hudson River Bancorp, Inc. ("Hudson
River") announced April 25, 2000 , (ii) the valid termination of the
Cohoes-Hudson River merger agreement, (iii) the valid termination of the stock
option granted to Hudson River, (iv) the execution of a definitive merger
agreement between Cohoes and Ambanc, and (v) the receipt of all required
regulatory approvals. The purpose of the Offer is to enable Ambanc to acquire
control of, and ultimately the entire equity interest in, Cohoes by first
offering to purchase all outstanding Shares and second merging Cohoes into
Ambanc by purchasing all untendered Shares at the same price paid in the Offer.
In addition to Ambanc's rights to terminate the Offer pursuant to
Section 12 of the Offer to Purchase, Ambanc expressly reserves the right, in its
sole judgment, at any time or from time to time, and regardless of whether any
of the events set forth in Section 12 of the Offer to Purchase shall have
occurred or shall have been determined by Ambanc to have occurred, (i) to extend
the period of time during which the Offer is open and thereby delay acceptance
for payment of, and the payment for, any Shares, by giving oral or written
notice of such extension to the Depositary (as defined in the Offer to Purchase)
and (ii) to amend the Offer in any respect by giving oral or written notice of
such amendment to the Depositary.
Any such extension, amendment or termination will be followed as
promptly as practicable by public announcement thereof, such announcement in the
case of an extension to be issued not later than 9:00 A.M., New York City time,
on the next business day after the previously scheduled Expiration Date (as
defined in the Offer to Purchase).
Upon the terms and subject to the conditions of the Offer, Ambanc will
purchase the Shares validly tendered and not withdrawn prior to the Expiration
Date in accordance with Section 4 of the Offer to
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Purchase. For purposes of the Offer, Ambanc will be deemed to have accepted for
payment, and thereby purchased, Shares properly tendered to Ambanc and not
withdrawn, if, as and when Ambanc gives oral or written notice to the Depositary
of its acceptance for payment of such Shares. Payment for Shares accepted for
payment pursuant to the Offer will be made by deposit of the purchase price
therefor with the Depositary, which will act as agent for tendering shareholders
for purposes of receiving payment from Ambanc and transmitting payment to
tendering shareholders. Under no circumstances will interest on the offer price
for Shares be paid by Ambanc by reason of any delay in making such payment. Upon
the deposit of funds with the Depositary for the purpose of making payments to
tendering shareholders, Ambanc's obligation to make such payment shall be
satisfied and tendering shareholders must thereafter look solely to the
Depositary for payment of amounts owed to them by reason of the acceptance for
payment of Shares pursuant to the Offer. In all cases, payment for Shares
tendered and accepted for payment pursuant to the Offer will be made only after
timely receipt by the Depositary of (a) certificates evidencing such Shares (or
timely confirmation of the book-entry transfer of such Shares into the
Depositary's account at a Book-Entry Transfer Facility (as defined in the Offer
to Purchase)), pursuant to the procedures set forth in Section 4 of the Offer to
Purchase, (b) a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) with any required signature guarantees, or an Agent's Message
(as defined in the Offer to Purchase) in connection with a book-entry transfer,
and (c) any other documents required by the Letter of Transmittal.
If, for any reason whatsoever, acceptance for payment of or payment for
any Shares tendered pursuant to the Offer is delayed, or Ambanc is unable to
accept for payment or pay for Shares tendered pursuant to the Offer, then,
without prejudice to Ambanc's rights set forth herein, the Depositary may,
nevertheless, on behalf of Ambanc and subject to Rule 14e-1(c) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), retain
tendered Shares, and such Shares may not be withdrawn except to the extent that
the tendering shareholder is entitled to and duly exercises withdrawal rights as
described in Section 3 of the Offer to Purchase. Any such delay will be
accompanied by an extension of the Offer to the extent required by law. Ambanc
will pay any stock transfer taxes incident to the transfer to it of validly
tendered Shares, except as otherwise provided in Instruction 6 of the Letter of
Transmittal, as well as any charges and expenses of the Depositary and D.F. King
& Co., Inc. If any tendered Shares are not accepted for payment pursuant to the
terms and conditions of the Offer for any reason or are not paid for because of
invalid tender, or if certificates are submitted representing more Shares than
are tendered, certificates representing unpurchased or untendered Shares will be
returned, without expense to the tendering shareholder (or, in the case of
Shares tendered by book-entry transfer of such Shares into the Depositary's
account at a Book-Entry Transfer Facility as described in Section 4 of the Offer
to Purchase, such Shares will be credited to an account maintained within such
Book-Entry Transfer Facility), as soon as practicable following the expiration,
termination or withdrawal of the Offer. Except as otherwise provided in Section
3 of the Offer to Purchase, tenders of Shares made pursuant to the Offer are
irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time
before the Expiration Date and, unless theretofore accepted for payment by
Ambanc pursuant to the Offer, may also be withdrawn at any time after October
10, 2000.
In order for a withdrawal to be effective, a written, telegraphic or
facsimile transmission notice of withdrawal must be timely received by the
Depositary at one of its addresses set forth on the back cover of the Offer to
Purchase. Any notice of withdrawal must specify the name of the person having
tendered the Shares to be withdrawn, the number of Shares to be withdrawn and,
if certificates for Shares have been tendered, the name of the registered holder
of Shares as set forth in the tendered certificate, if different from that of
the person who tendered such Shares. If certificates for Shares ("Certificates")
have been delivered or otherwise identified to the Depositary, then, before the
physical release of such Certificates, the serial numbers shown on such
Certificates must be submitted to the Depositary and the signatures on the
notice of withdrawal must be guaranteed by a firm which is a bank, broker,
dealer, credit union, savings association or other entity which is a member in
good standing of the Securities Transfer Agent's Medallion Program
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(collectively, "Eligible Institutions"), unless such Shares have been tendered
for the account of any Eligible Institution. If Shares have been delivered
pursuant to the procedures for book-entry delivery as set forth in Section 4 of
the Offer to Purchase, any notice of withdrawal must also specify the name and
the number of the account at the appropriate Book-Entry Transfer Facility to be
credited with the withdrawn Shares and otherwise comply with such Book-Entry
Transfer Facility's procedures. Withdrawal of tenders of Shares may not be
rescinded, and any Shares properly withdrawn will be deemed not to be validly
tendered for purposes of the Offer. Withdrawn Shares may, however, be retendered
by repeating one of the procedures described in Section 4 of the Offer to
Purchase at any time before the Expiration Date. If Ambanc waives any material
condition to the Offer, or amends the Offer in any other material respect,
Ambanc will extend the Offer and disseminate additional tender offer materials
to the extent required to comply with the Securities and Exchange Commission's
interpretation of Rules 14d-4(c) and 14d-6(d) under the Exchange Act. The
minimum period during which an offer must remain open following material changes
in the terms of the offer or information concerning the offer, other than a
change in price or a change in percentage of securities sought, will depend upon
the facts and circumstances, including the relative materiality of the change in
terms or information.
The Offer to Purchase, the related Letter of Transmittal and other
relevant materials will be mailed to record holders of Shares, and will be
furnished to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the shareholder
lists or who are listed as participants in a clearing agency's security position
listing for subsequent transmittal to beneficial owners of Shares by Ambanc,
utilizing such lists or listings as previously provided by Cohoes pursuant to
Ambanc's request under Section 220 of the Delaware General Corporation Law. In
addition, Ambanc shall mail the Offer to Purchase, the related Letter of
Transmittal and other relevant materials to any holder of Shares who requests
them.
The Offer to Purchase and the Letter of Transmittal, which will be
mailed to shareholders, contain important information which should be read
carefully before any decision is made with respect to the Offer.
Questions and requests for assistance, and requests for copies of the
Offer to Purchase, the Letter of Transmittal and other tender offer materials,
may be directed to D.F. King & Co., Inc. at the address and telephone number set
forth below. Holders of Shares may also contact brokers, dealers, commercial
banks and trust companies for additional copies of the Offer to Purchase, the
Letter of Transmittal or other tender offer materials. Ambanc will not pay any
fees or commissions to any broker or dealer or any other person for soliciting
tenders of Shares pursuant to the Offer. The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 WATER STREET
NEW YORK, NEW YORK 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll Free: (800) 487-4870
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August 9, 2000
