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8-K - SMITHTOWN BANCORP INC | v203777_8k.htm |
Preliminary
Results of Elections Regarding Merger Consideration Announced in People's United
Financial's Acquisition of Smithtown Bancorp, Inc.
BRIDGEPORT,
Conn. and SMITHTOWN, N.Y., Nov. 22, 2010 /PRNewswire/ -- People's United
Financial, Inc. (Nasdaq: PBCT) and Smithtown Bancorp, Inc. (Nasdaq: SMTB) today
announced the preliminary results of elections made by Smithtown stockholders as
to the form of merger consideration to be received in the pending merger of
Smithtown with and into People's United. The election deadline for
Smithtown stockholders to have made merger consideration elections in connection
with the proposed merger expired at 5:00 p.m., New York City time, on November
19, 2010.
(Logo:
http://photos.prnewswire.com/prnh/20070607/NYTH047LOGO
)
Of the
approximately 14,967,508 shares of Smithtown common stock outstanding as of
November 19, 2010:
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The
holders of approximately 4,684,911 shares, or 31.3%, elected to receive
People's United common stock;
|
·
|
The
holders of approximately 5,851,497 shares, or 39.1%, elected to receive
cash; and
|
·
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The
holders of approximately 4,431,100 shares, or 29.6%, submitted elections
expressing no preference as to the form of merger consideration or did not
make a valid election.
|
The
elections with respect to approximately 668,602 of the foregoing shares electing
to receive stock and approximately 86,279 of the foregoing shares electing to
receive cash were made pursuant to the notice of guaranteed delivery procedure,
which requires the delivery of Smithtown shares to the election agent for the
merger by 5:00 p.m., New York City time, on Wednesday, November 24, 2010.
If the election agent does not receive the required share certificates or
book-entry transfer of shares by this guaranteed delivery deadline, the
Smithtown shares subject to such election will be treated as shares that did not
make a valid election.
After the
final results of the election process are determined, the actual merger
consideration, and the allocation of the merger consideration, will be computed
using the formula in the merger agreement and will be based on, among other
things, the actual number of shares of Smithtown common stock outstanding
immediately prior to the closing date, the final results of the election process
and the value of People's United common stock for the five trading days
immediately prior to the date the merger becomes effective. A press
release announcing the final merger consideration will be issued after the final
merger consideration is determined.
A more
complete description of the merger consideration and the proration procedures
applicable to elections is contained in the proxy statement/prospectus dated
October 12, 2010 and mailed to Smithtown stockholders of record on or about
October 15, 2010. Smithtown stockholders are urged to read the proxy
statement/prospectus carefully and in its entirety. Copies of the proxy
statement/prospectus may be obtained for free by following the instructions
below under "Additional Information About the Merger and Where to Find
It."
People's
United and Smithtown expect to complete the merger on November 30, 2010. The
proposed merger, which was approved by Smithtown stockholders on November 19,
2010, remains subject to the satisfaction of customary closing
conditions.
Additional Information About
the Merger and Where to Find It
In
connection with People's United's proposed acquisition of Smithtown, People's
United has filed a registration statement on Form S-4 with the Securities and
Exchange Commission containing a proxy statement/prospectus dated
October 12, 2010, which has been mailed to Smithtown shareholders.
Investors are urged to read these materials, and any other documents filed by
People's United or Smithtown with the SEC, because they contain or will contain
important information about People's United, Smithtown and the merger. The proxy
statement/prospectus and other relevant materials, and any other documents filed
by People's United with the SEC, may be obtained free of charge at the SEC's
website at www.sec.gov. In
addition, investors may obtain free copies of the documents filed with the SEC
by People's United by directing a written request to People's United Financial,
Inc., Bridgeport Center, 850 Main Street, Bridgeport, CT 06604, Attention:
Investor Relations.
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 nearly 300 branches
in Connecticut, Vermont, New Hampshire, Massachusetts, Maine and New
York. Through additional subsidiaries, People's United provides
equipment financing, asset management, brokerage and financial advisory
services, and insurance services.
Bank of
Smithtown is a 100 year-old community bank with approximately $2.3 billion in
assets and 31 branches on Long Island and in Manhattan. The stock of its
parent holding company, Smithtown Bancorp, is traded on the NASDAQ Global Select
Market under the symbol "SMTB."
CONTACT:
Brent DiGiorgio, Corporate Communications , +1-203-338-3135, Fax:
+1-203-338-3461, brent.digiorgio@peoples.com, or Judith Barber, Corporate
Secretary, +1-631-360-9304, Fax: +1-631-360-9380,
jbarber@bankofsmithtown.net