SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
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Cohoes Bancorp, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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(1) Title of each class of securities to which transaction applies:_______
(2) Aggregate number of securities to which transaction applies:__________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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FOR MORE INFORMATION FOR IMMEDIATE RELEASE
Contact: November 24, 2000
Carl A. Florio, Hudson River Bancorp Inc. President and
Chief Executive Officer at (518) 828-4600
Harry L. Robinson, Cohoes Bancorp Inc. President and
Chief Executive Officer at (518) 233-6500
HUDSON RIVER BANCORP, INC. TO ACQUIRE COHOES BANCORP, INC.
Hudson River Bancorp, Inc. (Nasdaq-NNM: HRBT) ("Hudson River") and
Cohoes Bancorp, Inc. (Nasdaq-NNM: COHB) ("Cohoes"), announced today that they
have executed a definitive agreement for Hudson River to acquire Cohoes. Upon
completion of the merger Hudson River will be the largest locally
headquartered savings bank in the Capital District region, with approximately
$1.9 billion in total assets and a total of 39 branches throughout the
counties of Columbia, Rensselaer, Albany, Schenectady, Dutchess, Greene and
Warren.
The agreement provides that the common shareholders of Cohoes will
receive $19.50 in cash for each Cohoes common share. The merger, which would
be accounted for as a purchase, is expected to close in the second quarter of
2001. The transaction has been approved by the boards of directors of both
companies and is subject to approval by bank regulatory authorities and
Cohoes' shareholders. The merger is valued at approximately $158 million. The
pricing reflects 125% of Cohoes' book value at September 30, 2000 and 25.7
times Cohoes' last 12-month earnings.
Hudson River estimates that the synergies of the transaction will
produce annual cost savings equal to approximately 43% of Cohoes' operating
expenses, or approximately $8.0 million, pre-tax. The targeted cost savings
would be created by elimination of duplicative back office operations as well
as efficiencies to be gained from merging the two banks into one. One-time
pre-tax charges in conjunction with the merger are expected to be
approximately $13 to $16 million.
Hudson River expects that the transaction will be approximately 17%
accretive to earnings per share calculated under generally accepted accounting
principles and approximately 37% accretive to cash earnings per share in the
first full year of combined operation. Additionally, revenue enhancement
opportunities would be created by integrating Hudson River's products and
services with Cohoes. These revenue enhancement opportunities are not
factored into the resulting earnings accretion estimates.
"This combination strengthens Hudson River by adding a franchise that
has been a fixture in our community for almost 150 years. This is a
tailor-made opportunity for us to continue our market extension efforts,"
commented Carl A. Florio, Hudson River's President and Chief Executive
Officer. Mr. Florio further stated that "the additional branches we will
acquire in Albany, Rensselaer, Schenectady and Saratoga counties coupled with
our expansion into Greene and Warren
counties gives us one contiguous market of similar demographic character ideal
for our retail lending and savings products. With this acquisition, Hudson
River continues to build an attractive upstate New York franchise that will
offer a broad array of products to meet the needs of our customer base. In
terms of shareholder value, this acquisition is expected to generate strong
earnings growth to provide additional momentum to our efforts to further
enhance the value of our franchise."
In addition to market expansion, the structure of the transaction using
the purchase method of accounting will leave intact Cohoes' ability prior to
completion of the merger and Hudson River's ability to continue repurchasing
shares to enhance Hudson River's shareholder value.
"We are very pleased with what this transaction means for our customers,
our community and our shareholders," stated Harry L. Robinson, President and
Chief Executive Officer of Cohoes. Mr. Robinson added that "As part of our
marketing efforts we contacted twelve companies, including TrustCo and Ambanc
and asked for their highest and best price. In terms of shareholder value,
Hudson River's offer was unequaled. Hudson River is one of the premier
financial institutions in our area and offers a broad array of products that
meet the needs of our customer base."
"Our Board of Directors has fulfilled their fiduciary duties and as
promised has acted in the best interests of all Cohoes shareholders. We
previously said we believed we could obtain a better price for our
shareholders than what TrustCo offered, and we were successful in doing so.
We urge the Cohoes shareholders to vote for our director nominees and for the
other proposals at our annual meeting next week," concluded Mr. Robinson.
Hudson River Bancorp, Inc., Hudson, New York, with 18 branch offices,
had $1.2 billion in assets and $751 million in deposits as of September 30,
2000.
Cohoes Bancorp, Inc., Cohoes, New York, with 21 branch offices, had $739
million in assets and $498 million in deposits as of September 30, 2000.
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.
Hudson River wishes 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 Hudson
River's financial performance and could cause Hudson River's actual results
for future periods to differ materially from those anticipated or projected.
Hudson River does not undertake, and specifically disclaims, any
obligation to publicly release the result 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.
Cohoes will be filing relevant documents concerning the merger with the
Securities and Exchange Commission ("SEC"). WE URGE INVESTORS TO READ THESE
DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able
to obtain the documents free of charge at the SEC's website, www.sec.gov. In
addition, 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. COHOES INVESTORS SHOULD READ THE PROXY
STATEMENT CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER.
