PARAMUS, N.J. and BUFFALO, N.Y., Sept.
30, 2015 /PRNewswire/ -- Hudson City Bancorp, Inc. (NASDAQ:
HCBK) ("Hudson City") and M&T
Bank Corporation (NYSE: MTB) ("M&T") announced today that
M&T has received regulatory approval from the Federal Reserve
to complete the merger with Hudson City.
The transaction is expected to be completed on or about
November 1, 2015, pending approval by
the New York State Department of
Financial Services and the satisfaction of customary closing
conditions.
"At M&T, we are deeply committed to the success of the
customers and communities we serve, and we look forward to the
opportunity to bring that strong commitment to Hudson City's markets," said Robert G. Wilmers, M&T Chairman and
CEO. "M&T also brings a wider array of banking solutions
and services. As a thrift, Hudson City focused primarily on deposits and
mortgages. M&T will create a comprehensive banking
franchise that provides a full range of checking and savings
accounts, debit and credit cards, home equity and other lending
options, investment and insurance services, small business and
commercial banking services as well as our renowned wealth
management and corporate trust solutions through Wilmington
Trust."
"In 2012, Hudson City developed
a strategic plan to transform into a community commercial
bank. When M&T approached us about a potential merger, we
quickly realized that they had the business model we aspired to and
that M&T could deploy it much more quickly for the benefit of
our customers and the community. We also found their
integrity and care for their customers was very similar to
Hudson City's values and
culture. We believed it then and feel as strongly about it
now," added Denis J. Salamone,
Chairman and Chief Executive Officer of Hudson City.
"We have reached this milestone thanks to the extremely hard
working employees at M&T, and I am gratified by their
commitment to strengthening and sustaining our risk and regulatory
compliance programs as we position M&T for future growth.
We also thank the employees of Hudson City and the shareholders of both
organizations for their patience as we have been doing this work,"
Mr. Wilmers said.
Hudson City operates 135
branches, which are located in New
Jersey (97 branches), downstate New York (29 branches) and Fairfield County, Connecticut (9
branches). Hudson City's
branches will continue to operate under the Hudson City name, as a division of M&T
Bank, until they are converted to M&T's network, which is
expected to occur in the first quarter of 2016. Customers
will receive additional information after the merger has been
finalized.
Headquartered in Buffalo, N.Y.,
M&T has earned the highest possible Community Reinvestment Act
(CRA) rating on every exam by the Federal Reserve since 1982, and
committed more than $1.5 billion in
community development loans in 2014 to support affordable housing
and neighborhood revitalization. With $165.2 million in Small Business Administration
(SBA) 7(a) loans made in federal fiscal year 2014, M&T was the
6th largest 7(a) SBA lender in the U.S. and the number one lender
in most of its markets. And, M&T contributed $21.8 million to more than 3,300 not-for-profit
organizations in 2014. Since 2012, M&T has opened three
new commercial banking offices in New
Jersey, and now operates a total of seven offices in the
state housing 140 employees responsible for commercial banking,
residential mortgages, investment and insurance services and wealth
management.
Under the terms of the merger agreement, each Hudson City share will be exchanged for
consideration valued at 0.08403 of an M&T share in the form of
either M&T common stock or cash, based upon the election of
each Hudson City shareholder,
subject to proration as specified in the merger agreement (which
provides for an aggregate split of total consideration of
approximately 60% common stock of M&T and approximately 40%
cash). The deadline for shareholders of Hudson City to elect the form of consideration
they wish to receive in the transaction is expected to be
5:00 p.m., Eastern Daylight Time, on
Friday, October30, 2015. Election materials will be mailed on
or about September 30, 2015 to
holders of record of Hudson City
common stock at the close of business on September21, 2015.
Shareholders with questions regarding the election materials or
who wish to obtain copies of the election materials should contact
Georgeson, the Information Agent for the merger, at
866-482-5026.
Copies of the joint proxy statement/prospectus dated
February 22, 2013, which includes the
merger agreement as Annex A, as well as other filings containing
information about M&T and Hudson City, may be obtained at the SEC's
website, www.sec.gov. Copies of the joint proxy
statement/prospectus, the merger agreement and amendments thereto
and other SEC filings of M&T and Hudson City are also available for free on
M&T's website, www.mtb.com, or Hudson City's website, www.hcsbonline.com, or
from M&T or Hudson City upon
written or oral request to either of the foregoing.
About Hudson City Bancorp, Inc.
Hudson City Bancorp is
a Delaware corporation organized
in 1999 and serves as the holding company of its only subsidiary,
Hudson City Savings Bank. Hudson City Savings Bank conducts
its operations out of its corporate offices in Paramus in Bergen
County, New Jersey and through 135 banking offices in the
New York metropolitan area.
About M&T Bank Corporation
M&T is a financial
holding company headquartered in Buffalo, New York. M&T's principal
banking subsidiary, M&T Bank, operates banking offices in
New York, Pennsylvania, Maryland, Virginia, West
Virginia, Delaware and the
District of Columbia. Trust-related services are provided by
M&T's Wilmington Trust-affiliated companies and by M&T
Bank.
Forward-Looking Statements
This release may contain
certain "forward looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 that are based on
certain assumptions and describe future plans, strategies and
expectations of Hudson City and
M&T. Such forward-looking statements may be identified by
the use of such words as "may," "believe," "expect," "anticipate,"
"should," "plan," "estimate," "predict," "continue," and
"potential" or the negative of these terms or other comparable
terminology. Examples of forward-looking statements include, but
are not limited to, estimates with respect to the financial
condition, results of operations and business of Hudson City and M&T, and their respective
strategies, plans, objectives, expectations, and intentions,
including the merger, and other statements contained in this
release that are not historical facts. Hudson City's and M&T's ability to predict
results or the actual effect of future plans or strategies,
including the merger and Hudson
City's implementation of its Strategic Plan, is inherently
uncertain and actual results and performance could differ
materially from those contemplated or implied by these
forward-looking statements. They can be affected by inaccurate
assumptions Hudson City and
M&T might make or by known or unknown risks and
uncertainties. Factors that could cause assumptions to be
incorrect include, but are not limited to, changes in interest
rates, general economic conditions, legislative, regulatory and
public policy changes, further delays in closing the merger and the
ability of Hudson City or M&T
to obtain regulatory approvals and meet other closing conditions to
the merger. These risks and uncertainties should be considered in
evaluating forward-looking statements and undue reliance should not
be placed on such statements. For a summary of important factors
that could affect Hudson City's
forward-looking statements, please refer to Hudson City Bancorp,
Inc.'s filings with the Securities and Exchange Commission ("SEC")
available at www.sec.gov. For a summary of important factors that
could affect M&T's forward-looking statements, please refer to
M&T's filings with the SEC available at www.sec.gov. Neither
Hudson City nor M&T intends to
update any of the forward-looking statements after the date of this
release or to conform these statements to actual events.
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SOURCE M&T Bank Corporation; Hudson City Bancorp, Inc.