Contact Person: June 26, 2000
Harry L. Robinson, President
COHOES BANCORP
ANNOUNCES COMMITMENT TO
HUDSON RIVER MERGER OF EQUALS
Cohoes Bancorp, Inc. (Nasdaq NMS: COHB) announced today that it had
recently received an unsolicited acquisition proposal from TrustCo Bank Corp NY.
This proposal offered to exchange the outstanding shares of Cohoes for shares of
TrustCo equal to $16.00 per share. Subsequently, Cohoes received an unsolicited
acquisition proposal from Ambanc Holding Company, Inc. This proposal, as later
amended, offered to exchange the outstanding shares of Cohoes for $15.25 in
cash, and indicated that Ambanc would be willing to have the consideration paid
in a combination of cash and stock.
The Cohoes board of directors, after considering the proposals and its
duties and responsibilities to shareholders, including the price of the
proposals, decided not to pursue any discussions with the parties making the
proposals. The unsolicited proposals were contingent upon, among other factors,
Cohoes terminating its merger of equals agreement with Hudson River Bancorp,
Inc.
Harry L. Robinson, President of Cohoes, stated: "The unsolicited third
party proposals are not unexpected. We knew at the time that we entered into our
merger of equals arrangement with Hudson River that a number of other
institutions would be fearful that our partnership with Hudson River 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 proposals received, we view them more as
attempts to impede the Cohoes/Hudson River merger than bona fide attempts to
acquire Cohoes. We remain fully committed to our merger of equals with Hudson
River and firmly believe it will provide significant value to our shareholders."
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.
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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.
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
