LSB Corporation (NASDAQ: LSBX), parent of RiverBank, and People's
United Financial, Inc. (NASDAQ: PBCT), parent of People's United
Bank, today announced that they have signed a definitive agreement
for People's United Financial, Inc. to acquire LSB Corporation in
an all-cash transaction valued at approximately $96 million.
Under the terms of the transaction, approved by the board of
directors of both companies, shareholders of LSB Corporation will
be entitled to receive $21.00 in cash in exchange for each share of
LSB Corporation common stock, representing approximately 153% of
LSB Corporation's tangible book value of $13.77 per share at March
31, 2010.
The merger will combine two banks with strong traditions of
community support and customer service and will provide enhanced
convenience for customers of both organizations. The combined
organization will have more than 300 retail banking offices and 400
ATMs serving customers across New England.
Gerald T. Mulligan, President and CEO of LSB Corporation,
stated, "The merger with People's United will provide our customers
with numerous added products and services that we have been unable
to provide. These new services include wealth management,
brokerage, retirement planning services, insurance services and
expanded commercial loan capacity." Upon closing, Mr. Mulligan will
maintain an advisory role to People's United Financial, Inc.
At March 31, 2010, People's United Financial, Inc.'s
consolidated assets were approximately $22 billion and LSB
Corporation had assets of approximately $807 million. People's
United Bank recently acquired Butler Bank in Lowell, Massachusetts
in an FDIC-assisted transaction. LSB Corporation has five banking
offices in Andover, Lawrence, North Andover and Methuen
Massachusetts and two banking offices in the New Hampshire
communities of Salem and Derry.
The completion of the merger is subject to customary conditions,
including the approval of the shareholders of LSB Corporation and
the receipt of regulatory approvals. Completion of the merger is
expected to occur in the fourth quarter of 2010.
Sandler O'Neill + Partners, L.P. acted as financial advisor to
LSB Corporation and rendered a fairness opinion to the Board of
Directors of LSB Corporation in conjunction with this transaction.
Morgan Stanley acted as financial advisor to People's United
Financial, Inc. Nutter McClennen & Fish LLP served as legal
counsel to LSB Corporation. Simpson Thacher & Bartlett LLP
served as legal counsel to People's United Financial, Inc.
About LSB Corporation
LSB Corporation is a Massachusetts corporation that conducts all
of its operations through its sole subsidiary, RiverBank (the
"Bank"). The Bank offers a range of commercial and consumer loan
and deposit products and is headquartered at 30 Massachusetts
Avenue, North Andover, Massachusetts, approximately 25 miles north
of Boston. RiverBank operates five full-service banking offices in
Massachusetts in Andover, Lawrence, Methuen (2) and North Andover
and two full-service banking offices in New Hampshire in Derry and
Salem.
About People's United Financial, Inc.
People's United Financial, Inc., a diversified financial
services company with approximately $22 billion in assets, provides
consumer and commercial banking services through its subsidiary,
People's United Bank, with over 300 branches in Connecticut,
Vermont, New Hampshire, Massachusetts, Maine and New York. Through
additional subsidiaries, People's United Financial provides
equipment financing, asset management, brokerage and financial
advisory services, and insurance services.
Additional Information and Where to Find
It
LSB Corporation plans to file with the Securities and Exchange
Commission (the "SEC") and mail to its shareholders a proxy
statement in connection with the transaction (the "Proxy
Statement"). The Proxy Statement will contain important information
about LSB Corporation, People's, the transaction and related
matters. EXISTING AND PROSPECTIVE LSB CORPORATION SECURITY HOLDERS
ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED
TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
LSB Corporation security holders will be able to obtain free
copies of the Proxy Statement and other documents filed with the
SEC by LSB Corporation through the web site maintained by the SEC
at www.sec.gov. In addition, documents filed by LSB Corporation
with the SEC, including filings that will be incorporated by
reference in the Proxy Statement, can be obtained, without charge,
upon written request addressed to the Cynthia J. Milne, Secretary,
LSB Corporation, 30 Massachusetts Avenue, North Andover,
Massachusetts 01845.
LSB Corporation, People's and their respective directors,
executive officers and other members of management may be deemed to
be participants in the solicitation of proxies in respect of the
transactions contemplated by the merger agreement. Information
regarding LSB Corporation's directors and executive officers is
contained in LSB Corporation's Annual Report on Form 10-K for the
year ended December 31, 2009, as filed with the SEC on March 15,
2010, and its proxy statement for its 2010 annual meeting, as filed
with the SEC on March 15, 2010. Information about People's
directors, executive officers and other members of management is
available from its 2009 Annual Report on Form 10-K for the year
ended December 31, 2009, as filed with the SEC on March 1, 2010,
and its proxy statement for its 2010 annual meeting, as filed with
the SEC on March 23, 2010. Additional information regarding the
interests of those participants may be obtained by reading the
Proxy Statement regarding the proposed transaction when it becomes
available. EXISTING AND PROSPECTIVE SECURITY HOLDERS SHOULD READ
THE PROXY STATEMENT AND OTHER DOCUMENTS TO BE FILED WITH THE SEC
CAREFULLY BEFORE MAKING AN INVESTMENT DECISION WITH RESPECT TO LSB
CORPORATION SECURITIES.
Forward-Looking Statements
This press release may contain forward-looking statements
(within the meaning of Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act) that are subject to
risks and uncertainties. Such forward-looking statements are
expressions of management's expectations as of the date of this
report regarding future events or trends and which do not relate to
historical matters. These forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause
LSB Corporation's actual results or performance to be materially
different from the results and performance expressed or implied by
the forward-looking statements. Forward-looking statements include,
but are not limited to, statements concerning LSB Corporation's
belief, expectations or intentions concerning LSB Corporation's
future performance and the likelihood that the acquisition of LSB
Corporation by People's United Financial, Inc. (the "Acquisition")
will in fact occur in a timely manner. These statements reflect LSB
Corporation's current views. They are based on numerous assumptions
and are subject to numerous risks and uncertainties relating to the
Acquisition, including obtaining all requisite regulatory approvals
in a timely fashion, obtaining the timely approval of LSB
Corporation's shareholders, absence of a material adverse effect on
LSB Corporation, satisfaction of all other conditions to the
Acquisition and timely closing of the Acquisition by both
parties.
CONTACT: Gerald T. Mulligan President & CEO (978)
725-7555
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