Attached files
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| EX-2.1 - SMITHTOWN BANCORP INC | v190812_ex2-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported):
July 15,
2010
SMITHTOWN
BANCORP, INC.
(Exact
name of registrant as specified in its charter)
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New
York
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000-13314
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11-2695037
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
|
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100
Motor Parkway, Suite 160, Hauppauge, New York
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11788
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 631-360-9300
|
Not
Applicable
|
|
(Former
name or former address, if changed since last
report)
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
x
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material
Definitive Agreement.
On July
15, 2010, Smithtown Bancorp, Inc. (“Smithtown”), a New York corporation, entered
into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with
People’s United Financial, Inc. (“People’s”), a Delaware corporation. Pursuant
to the Merger Agreement, People’s will acquire Smithtown in a stock and cash
merger transaction valued at approximately $60 million, based on the 5-day
average closing price of People’s common stock for the period ended July 14,
2010.
The
Merger Agreement provides that at the Effective Time (as defined in the Merger
Agreement), Smithtown will be merged with and into People’s (the “Merger”), with
People’s continuing as the surviving corporation. Simultaneously with the
effective time of the Merger, Smithtown’s subsidiary Bank of Smithtown will be
merged with and into People’s’ subsidiary People’s United Bank.
The
Merger Agreement has been unanimously approved by the board of directors of each
of Smithtown and People’s. Subject to the approval of Smithtown’s
common shareholders, regulatory approvals and other customary closing
conditions, the parties anticipate completing the transaction in the fourth
quarter of 2010.
In
connection with the Merger, the Smithtown shareholders will receive
consideration equal to $2.00 cash plus 0.1430 shares of People’s common stock
for each share of Smithtown common stock held by them, which represents
approximately $4.00 per share of Smithtown common stock, based on the 5-day
average closing price of People’s common stock for the period ended July 14,
2010. Smithtown’s common shareholders as of the record date for the
special meeting of shareholders to be held to approve the Merger Agreement will
be entitled to elect to receive the merger consideration in shares of People’s
common stock or in cash, subject to election, allocation and proration
procedures as provided for in the Merger Agreement. Aggregate
consideration for the outstanding Smithtown common stock comprises approximately
2.1 million shares of People’s common stock, and is based on approximately 15
million shares of Smithtown common stock currently outstanding.
As stated
above, the Merger is subject to the approval of Smithtown’s common shareholders,
regulatory approvals and other customary closing conditions.
Smithtown
and People’s have each agreed to certain covenants in the Merger Agreement,
pursuant to which they are, among other things, required to use their reasonable
best efforts to obtain shareholder approval, to file a registration statement
(including a proxy statement) in connection with the transaction and the
necessary shareholder approval, to cooperate in issuing press releases and to
take other actions necessary to consummate the Merger.
The
Merger Agreement provides certain termination rights for both Smithtown and
People’s, and further provides that upon termination of the Merger Agreement
under certain circumstances, Smithtown will be obligated to pay People’s a
termination fee of $2.4 million.
The
Merger Agreement contains a “no shop” provision that, in general, restricts
Smithtown’s ability to solicit third party acquisition proposals or, subject to
certain exceptions, provide information to or engage in discussions or
negotiations with third parties that have made or are reasonably likely to make
an acquisition proposal.
The
Merger Agreement also contains representations and warranties that the parties
have made to each other as of specific dates. Except for its status
as a contractual document that establishes and governs the legal relations among
the parties with respect to the Merger described therein, the Merger Agreement
is not intended to be a source of factual, business or operational information
about the parties. The representations and warranties contained in
the Merger Agreement were made only for purposes of that agreement and as of
specific dates, may be subject to a contractual standard of materiality
different from what a shareholder might view as material, may have been used for
purposes of allocating risk between the respective parties rather than
establishing matters as facts, may have been qualified by certain disclosures
not reflected in the merger agreement that were made to the other party in
connection with the negotiation of the merger agreement and generally were
solely for the benefit of the parties to that agreement. Investors should read
the Merger Agreement together with the other information concerning Smithtown
and People’s that each company publicly files in reports and statements with the
Securities and Exchange Commission.
The
foregoing description of the Merger Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Merger
Agreement, which is filed as Exhibit 2.1 hereto and is incorporated by reference
herein.
Item
9.01. Financial Statements and Exhibits.
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2.1
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Agreement
and Plan of Merger, dated as of July 15, 2010, between People’s United
Financial, Inc., and Smithtown Bancorp,
Inc.
|
In
connection with the proposed merger, People’s United Financial, Inc.
(“People’s”) will file with the SEC a Registration Statement on Form S-4 that
will include a Proxy Statement of Smithtown and a Prospectus of People’s, as
well as other relevant documents concerning the proposed
transaction. Investors are urged to read the
Registration Statement and the Proxy Statement/Prospectus regarding the merger
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. Investors will be able to
obtain a free copy of the Proxy Statement/Prospectus, as well as other filings
containing information about People’s and Smithtown at the SEC’s Internet site
(http://www.sec.gov). Investors will also be able to obtain these
documents, free of charge, from People’s by accessing People’s website at
www.peoples.com under the tab “Investor Relations” and then under the heading
“Financial Information” or from Smithtown by accessing Smithtown’s website at
www.bankofsmithtownonline.com under the tab “Investor Relations” and then under
the heading “SEC Filings.”
People’s
and Smithtown and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the shareholders
of Smithtown in connection with the proposed merger. Information
about the directors and executive officers of People’s is set forth in the proxy
statement for People’s’ 2010 annual meeting of shareholders, as filed with the
SEC on a Schedule 14A on March 23, 2010. Information about the
directors and executive officers of Smithtown is set forth in the proxy
statement for Smithtown’s 2010 annual meeting of shareholders, as filed with the
SEC on a Schedule 14A on March 12, 2010. Additional information
regarding the interests of those participants and other persons who may be
deemed participants in the transaction may be obtained by reading the Proxy
Statement/Prospectus regarding the proposed merger when it becomes available.
Investors may obtain free copies of this document as described in the preceding
paragraph.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Smithtown
Bancorp, Inc.
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(Registrant)
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Date:
July 16, 2010
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By:
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/s/ Christopher Becker
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Executive
Vice President and
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Chief
Financial Officer
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