Contact Person: June 26, 2000
Carl A. Florio, President
HUDSON RIVER BANCORP FILES REGISTRATION STATEMENT
AND ANNOUNCES COMMITMENT TO COHOES
MERGER OF EQUALS
Hudson River Bancorp, Inc. (Nasdaq NMS: HRBT) announced today that it
had received an unsolicited acquisition proposal from TrustCo Bank Corp NY. This
proposal offered to exchange the outstanding shares of Hudson River for shares
of TrustCo equal to $14.00 per share. The Hudson River board of directors, after
considering its duties and responsibilities to shareholders, including the price
of the proposal, decided not to pursue any discussions with TrustCo. The
unsolicited proposal was contingent upon, among other factors, Hudson River
terminating its merger of equals agreement with Cohoes Bancorp, Inc.
Carl A. Florio, President of Hudson River, stated: "The unsolicited
third party proposal is not unexpected. We knew at the time that we entered into
our merger of equals arrangement with Cohoes that a number of other institutions
would be fearful that our partnership with Cohoes could create a dominant
community banking institution in our region. It is understandable that other
institutions would try to upset our transaction. Indeed, given the nature of the
proposal received, we view it more as an attempt to impede the Hudson
River/Cohoes merger than a bona fide attempt to acquire Hudson River. We remain
fully committed to our merger of equals with Cohoes and will take all
appropriate action to prevent others from interfering with this transaction."
FORWARD LOOKING STATEMENTS
When used in this press release or other public shareholder
communications, or in oral statements made with the approval of an authorized
executive officer, the words or phrases "will likely result," "are expected to,"
"will continue," "is anticipated," "estimate," "project," "significantly" or
similar expressions are intended to identify "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Cohoes and
Hudson River wish to caution readers not to place undue reliance on any
forward-looking statements, which speak only as of the date made, and to advise
readers that various factors including regional and national economic
conditions, changes in levels of market interest rates, credit risks of lending
activities and competitive and regulatory factors could affect the combined
banking operations' financial performance and could cause the combined
companies' actual results for future periods to differ materially from those
anticipated or projected.
Cohoes and Hudson River do not undertake, and specifically disclaim,
any obligation to publicly release the result 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.
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Hudson River is filing today a Registration Statement on Form S-4
concerning the merger with the Securities and Exchange Commission ("SEC"), which
includes the joint merger proxy statement/prospectus that will be mailed to
shareholders WE URGE INVESTORS TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. Investors may obtain the documents free of charge, at the
SEC's website, www.sec.gov. In addition, documents filed with the SEC by Hudson
River will be available free of charge from the Secretary of Hudson River at One
Hudson City Centre, Hudson, New York, 12534, telephone (518) 828-4600. Documents
filed with the SEC by Cohoes will be available free of charge from the Secretary
of Cohoes at 75 Remsen Street, Cohoes, New York 12047, telephone (518) 233-
6500. INVESTORS SHOULD READ THE JOINT MERGER PROXY STATEMENT/ PROSPECTUS
CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER. Copies of all recent
proxy statements and annual reports are also available free of charge from the
respective companies by contacting the company secretary.
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 Merger. INFORMATION ABOUT THE PARTICIPANTS MAY BE OBTAINED THROUGH
THE SEC'S WEBSITE FROM THE S-4 FILED WITH THE SEC ON JUNE 26, 2000 WITH RESPECT
TO HUDSON RIVER AND THE DEFINITIVE PROXY STATEMENT FILED WITH THE SEC ON
SEPTEMBER 24, 1999 WITH RESPECT TO COHOES.
CONTACTS: Hudson River Bancorp
Carl A. Florio
President & Chief Executive Officer
Phone: (518) 828-4600
Cohoes Bancorp, Inc.
Harry L. Robinson
President & Chief Executive Officer
Phone: (518) 233-6500
