Attached files

file filename
EX-2.1 - MERGER AGREEMENT - SUSQUEHANNA BANCSHARES INCdex21.htm
EX-99.2 - INVESTOR PRESENTATION - SUSQUEHANNA BANCSHARES INCdex992.htm
EX-99.1 - PRESS RELEASE - SUSQUEHANNA BANCSHARES INCdex991.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): January 27, 2011 (January 26, 2011)

 

 

SUSQUEHANNA BANCSHARES, INC.

(Exact Name of Registrant Specified in Charter)

 

 

 

Pennsylvania   001-33872   23-2201716

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

26 North Cedar Street, Lititz, Pennsylvania   17543
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (717) 626-4721

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 (see General Instruction A.2. below):

 

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.

Merger Agreement

On January 26, 2011, Susquehanna Bancshares, Inc. (“Susquehanna”) and Abington Bancorp, Inc. (“Abington”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Abington will be merged with and into Susquehanna (the “Merger”). As a result of the Merger, the separate corporate existence of Abington will cease and Susquehanna will continue as the surviving corporation in the Merger. In addition, under the terms of the Merger Agreement, as soon as practicable after the execution and delivery of the Merger Agreement, Susquehanna Bank, a bank and trust company organized under the Pennsylvania Banking Code of 1965, as amended (the “PA Banking Code”), and a wholly-owned subsidiary of Susquehanna (“Susquehanna Bank”), and Abington Savings Bank, a savings bank organized under the PA Banking Code which conducts business under the name “Abington Bank”, and a wholly-owned subsidiary of Abington (“Abington Bank”), will enter into an Agreement and Plan of Merger, pursuant to which Abington Bank will merge with and into Susquehanna Bank, with Susquehanna Bank continuing as the surviving bank.

The Merger Agreement provides that Abington shareholders will receive 1.32 shares of Susquehanna’s common stock in exchange for each share of Abington common stock they own immediately prior to completion of the Merger.

Abington and Susquehanna have made customary representations, warranties and covenants in the Merger Agreement, including covenants made by Abington not to solicit alternative transactions or, subject to certain exceptions, to enter into discussions concerning, or provide confidential information in connection with, an alternative transaction.

The Merger Agreement contains certain termination rights for both Abington and Susquehanna and further provides that, upon termination of the Merger Agreement under certain circumstances, Abington may be obligated to pay Susquehanna a termination fee of $11 million.

Completion of the Merger is subject to a number of customary closing conditions, including obtaining regulatory approvals and the approval of the shareholders of both Susquehanna and Abington.

Upon completion of the Merger, Robert W. White, Chairman, President and Chief Executive Officer of Abington, will be appointed to the Susquehanna Board of Directors and will join the leadership team of Susquehanna Bank’s Delaware Valley division.

A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Additional Information about the Merger and Where to Find It

In connection with the proposed Merger, Susquehanna will file a registration statement on Form S-4 with the SEC. The registration statement will include the joint proxy statement for Susquehanna and Abington, which will also constitute a prospectus of Susquehanna. The joint proxy statement/prospectus will be mailed to the shareholders of Susquehanna and Abington. Investors and security holders of Susquehanna and Abington are urged to read the proxy statement/prospectus and the other relevant materials when they


become available because they will contain important information about Abington, Susquehanna and the Merger.

The joint proxy statement/prospectus and other relevant materials (when they become available), and any other documents filed by Susquehanna or Abington with the SEC, may be obtained free of charge at the SEC’s Web site at http://www.sec.gov/. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Abington by contacting Frank Kovalcheck, Abington Bancorp, Inc., 180 Old York Road, Jenkintown, PA 19046, telephone: 215-886-8280 or from Abington’s Web site at http://www.abingtonbankonline.com. Investors and security holders may obtain free copies of the documents filed with the SEC by Susquehanna by contacting Abram G. Koser, Susquehanna Bancshares, Inc., 26 North Cedar Street, Lititz, PA 17543, telephone: 717-626-4721.

Susquehanna, Abington and their respective directors, executive officers and certain other members of management and employees may be deemed “participants” in the solicitation of proxies from shareholders of Susquehanna and Abington in favor of the Merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders of Susquehanna and Abington in connection with the proposed Merger will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find information about the executive officers and directors of Susquehanna in its Annual Report on Form 10-K for the year ended December 31, 2009 and in its definitive proxy statement filed with the SEC on March 26, 2010. You can find information about Abington’s executive officers and directors in its Annual Report on Form 10-K for the year ended December 31, 2009 and in its definitive proxy statement filed with the SEC on April 16, 2010.

Investors and security holders are urged to read the joint proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the Merger.

 

Item 7.01 Regulation FD Disclosure.

On January 26, 2011, Susquehanna and Abington issued a joint press release announcing their entry into the Merger Agreement. A copy of the joint press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

In addition, on January 27, 2011, Susquehanna discussed the proposed Merger and made a presentation during a conference call with analysts and investors. The slides for the investor presentation are attached as Exhibit 99.2 hereto. The investor presentation is being filed by Susquehanna pursuant to Rule 425 under the Securities Act of 1933, as amended, and is deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended.

The information furnished pursuant to this Item 7.01 and the accompanying Exhibits 99.1 and 99.2 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and is not to be incorporated by reference into any filing of Susquehanna.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit
Number
 

Description

  2.1   Agreement and Plan of Merger, dated January 26, 2011, between Susquehanna Bancshares, Inc. and Abington Bancorp, Inc.
99.1   Press Release, dated January 26, 2011.
99.2   Investor Presentation, dated January 27, 2011.


SIGNATURES

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.

 

SUSQUEHANNA BANCSHARES, INC.
By:  

/s/ Drew K. Hostetter

  Drew K. Hostetter
 

Executive Vice President and Chief

Financial Officer

Dated: January 27, 2011


Exhibit Index

 

Exhibit

Number

  

Description

  2.1    Agreement and Plan of Merger, dated January 26, 2011, between Susquehanna Bancshares, Inc. and Abington Bancorp, Inc.
99.1    Press Release, dated January 26, 2011.
99.2    Investor Presentation, dated January 27, 2011.