Contact Person:
Harry L. Robinson, President
COHOES BANCORP REJECTS AMBANC'S INADEQUATE OFFER
Cohoes Bancorp, Inc (Nasdaq NMS: COHB) announced today that its Board
has duly reviewed Ambanc's offer of $16.50 per share and Ambanc's related
materials. After considering the advice of its investment banker and legal
counsel, the Cohoes Board unanimously rejected Ambanc's offer as being clearly
inadequate. The offer is also highly conditional, with several conditions
that cannot be met.
The Cohoes Board of Directors also believes that Ambanc does not have
the financial capability to complete its tender offer. Ambanc's bank
subsidiary only has $60.9 million of equity capital at March 31, 2000, and
clearly does not have the ability to dividend or advance to its parent company
Ambanc sufficient funds to complete the tender offer.
"We also believe that Ambanc's proposed price is still grossly
inadequate on price as it represents only 109% of our June 30, 2000 tangible
book value, and that there would be numerous legal and regulatory impediments
to Ambanc's offer," continued Mr. Robinson.
"We believe Ambanc is merely trying to prevent the successful completion
of our merger of equals with Hudson River Bancorp. Our combination with Hudson
River will create a strong, attractive franchise, will increase earnings per
share and will benefit all of our shareholders," concluded Mr. Robinson.
This release may contain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 that involve risk and
uncertainty. It should be noted that a variety of factors could cause the
combined company's actual results and experience to differ materially from the
anticipated results or expectations expressed in the forward-looking
statements. Cohoes does not undertake, and specifically disclaims, any
obligation to publicly release the results of any revisions which 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.
Hudson River has filed a Registration Statement on Form S-4 concerning
the merger with the United States Securities and Exchange Commission which
includes the joint merger proxy statement/prospectus mailed to shareholders.
In addition, Cohoes intends to file a Solicitation/Recommendation Statement
with the United States Securities and Exchange Commission in response to the
Tender Offer Statement filed by Ambanc Holding Co., Inc. or any statement to
be filed by TrustCo Bank Corp NY. WE URGE INVESTORS TO READ THESE DOCUMENTS
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors are currently able to
obtain the Form S-4 Registration Statement and will be able to obtain the
Solicitation/Recommendation Statements when filed, free of charge at the SEC's
website, www.sec.gov. In addition, documents filed with the SEC by Cohoes are
available free of charge from the Secretary of Cohoes at 75 Remsen Street,
Cohoes, New York 12047, telephone (518) 233-6500.
Cohoes and Hudson River and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies to
approve the Cohoes-Hudson River merger. INFORMATION ABOUT THE PARTICIPANTS
MAY BE OBTAINED THROUGH THE SEC'S WEBSITE FROM THE S-4 REGISTRATION STATEMENT
FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON JUNE 26,
2000, AS AMENDED, AND DOCUMENTS FILED UNDER RULE 425 WITH THE SEC ON JULY 20,
2000 AND JULY 27, 2000.
