FOR IMMEDIATE RELEASE
COHOES BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
REJECT TRUSTCO'S HOSTILE TENDER OFFER
Offer is Highly Conditional, Unlikely to be Completed
and Not in Stockholders' Best Interests
Cohoes Board Is Actively Pursuing A Sale Of Cohoes
COHOES, NEW YORK - November 3, 2000 - Cohoes Bancorp, Inc. (Nasdaq: COHB)
announced today that its Board of Directors has unanimously recommended that
Cohoes stockholders not tender their shares to TrustCo.
In a filing with the Securities and Exchange Commission, Cohoes said, "We
believe that TrustCo's true intention is to impede and delay our previously
announced orderly marketing process designed to maximize value for all Cohoes
stockholders. We expect to complete our exploration of all strategic options,
including a sale of Cohoes, before TrustCo can ever hope to complete its
tender offer."
Harry L. Robinson, President and Chief Executive Officer of Cohoes, said, "We
are disappointed that TrustCo has decided to proceed with its offer. We
believe that an orderly process of exploring strategic alternatives is the
best approach for Cohoes stockholders and is the best chance to maximize
value. We are actively marketing the Company. We invited TrustCo to
participate in our process, and instead, they began a proxy fight and a
hostile tender offer.
"The difference between what Cohoes is doing to enhance value for its
stockholders and what TrustCo is offering is like the difference between night
and day," Mr. Robinson continued. "Cohoes is real; TrustCo's offer is
illusory. Cohoes' approach to value is multi-pronged. We recently increased
our quarterly cash dividend by 14% and announced our intention to repurchase
up to approximately 12.5% of our stock. In addition, we are actively pursuing
a sale of Cohoes. In contrast, TrustCo's offer is risky, funded in part with
an overvalued currency, and is loaded with enough conditions to raise a
serious doubt as to whether the offer will ever be completed.
"The choice is clear. We believe we can obtain a better deal for all of our
stockholders than the one proposed by TrustCo. We urge Cohoes stockholders
not to tender their shares to TrustCo," Mr. Robinson concluded.
- more -
In material mailed to its stockholders today, Cohoes outlined the reasons for
its recommendation that Cohoes stockholders not tender their shares to
TrustCo. The following are some of the reasons:
Not the best deal. Cohoes believes it can obtain a better deal for its
stockholders than TrustCo's. Cohoes is actively marketing the Company and has
already signed confidentiality agreements with several larger financial
institutions that have been active acquirers.
Not a real deal. TrustCo's offer is subject to 10 different conditions, some
of which cannot be controlled by Cohoes. Other conditions, which are under
Cohoes' control, cannot be agreed to by Cohoes' Board since it is committed to
completing the exploration of all of its strategic options. In Cohoes'
opinion, there is very little chance that TrustCo's tender offer will ever be
completed.
Substantial integration risk. TrustCo has no real record of acquisitions, as
it has not completed a material acquisition since 1991. Now, TrustCo has made
hostile offers to acquire both Cohoes and Hudson River Bancorp simultaneously.
TrustCo's lack of experience in the complex requirements of a large-scale
integration make a successful acquisition of Cohoes and/or Hudson River highly
questionable.
Wrong currency. Cohoes Board believes that TrustCo's common stock is
overvalued, as it currently trades at 400% of book value and approximately
14.9 times earnings per share. Both valuation measures are substantially
higher than those of a peer group of seven banks analyzed by Cohoes'
investment banker. Cohoes also noted that while its stockholders have enjoyed
a total annualized return of over 29% since Cohoes became a public company
through October 20, 2000, TrustCo's stockholders for the same period actually
lost money, experiencing a negative 2.1% total annualized return, in each case
after giving effect to the reinvestment of dividends.
Cohoes is a unitary holding company which owns all of the capital stock of
Cohoes Savings Bank, which maintains a network of 21 full service branch
offices in upstate New York. On September 30, 2000, the Company had $739.3
million in assets and $123.6 million in stockholders' equity.
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 Cohoes'
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.
- more -
Cohoes has filed a Solicitation/Recommendation Statement in response to the
Tender Offer Statement filed by TrustCo Bank Corp. NY. WE URGE INVESTORS TO
READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors
are able to obtain, free of charge, the Solicitation/Recommendation Statement
filed by Cohoes 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 its directors and executive officers may be deemed to be
participants in the solicitation of proxies in connection with the upcoming
annual meeting of stockholders. INFORMATION ABOUT THE PARTICIPANTS MAY BE
OBTAINED THROUGH THE SEC'S WEBSITE FROM THE PROXY MATERIALS FILED BY COHOES
WITH THE SEC.
