Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - SUSQUEHANNA BANCSHARES INC | d8k.htm |
 Keefe, Bruyette & Woods
Community Bank Conference
August 3, 2011
Exhibit 99.1 |
 Investor Presentation
August 3, 2011
Investor Presentation
August 3, 2011
Susquehanna Bancshares, Inc.
Lititz, Pennsylvania
William J. Reuter –
Chairman and CEO
Michael M. Quick –
Chief Corporate Credit Officer
2 |
 Forward-Looking Statements
Forward-Looking Statements
During the course of this presentation, we may make projections and other
forward-looking statements regarding events or the future financial performance
of Susquehanna, including the impact of the announced acquisitions of
Abington Bancorp and Tower Bancorp. We wish to caution you that these
forward- looking statements may differ materially from actual results
due to a number of
risks and uncertainties. For a more detailed description of the
factors that may
affect Susquehanna’s operating results, we refer you to our filings with the
Securities & Exchange Commission, including our quarterly report
on Form 10-
Q for the quarter ended March 31, 2011, and our annual report on
Form 10-K for
the year ended December 31, 2010. Susquehanna assumes no obligation to
update the forward-looking statements made during this presentation.
For more information, please visit our Web site at:
www.susquehanna.net
3 |
 Geography
Susquehanna Profile
Susquehanna Profile
Overview
Size
Headquartered in Lititz, PA
Offers tailored products and services through its community bank, trust
and investment company, asset management, P&C insurance brokerage,
and leasing companies
220 branches in PA, NJ, MD, WV
$14.2 billion in assets
$9.4 billion in deposits
$6.4 billion in assets under management & administration
Shareholder
base
130.1 million shares outstanding
27,500 shareholders (record and street)
72% institutional holders
4 |
 Susquehanna has built a strong
franchise over time
Susquehanna has built a strong
franchise over time
Source: Company filings, FactSet, SNL Financial
¹
Pro forma for Abington and Tower acquisitions
$13,954
$17,948
$4,176
$4,805
$4,793
$5,089
$5,545
$5,953
$7,475
$7,466
$8,225
$13,078
$13,683
$13,689
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2010 pro
forma¹
1998
2000
2001
2002
2004
2006
2003
2005
2007
2008
2009
2010
5
2011
1999
November
2008
Received
$300mm
TARP
preferred
equity
April 2002
Announced
acquisition
of Addis
Group
(Deal
value:
$17mm)
April 1998
Announced
acquisition
of Cardinal
Bancorp
(Deal
value:
$49mm)
April 1998
Announced
acquisition
of First
Capitol
Bank
(Deal
value:
$27mm)
November
1999
Announced
acquisition
of Hann
Finl. Corp.
(Deal value:
$42mm)
December
1999
Announced
acquisition
of Valley
Forge Asset
Mgmt
(Deal value:
$19mm)
December
2003
Announced
acquisition
of Patriot
Bank
(Deal value:
$210mm)
November
2005
Announced
acquisition
of Minotola
Bank
(Deal value
$166mm)
April 2007
Announced
acquisition
of
Community
Banks
(Deal value
$852mm)
December
2007
Announced
acquisition
of Stratton
Holding
Company
January
2011
Announced
acquisition
of Abington
Bancorp
(Deal value:
$268mm)
June 2011
Announced
acquisition
of Tower
Bancorp
(Deal value:
$345mm)
March 2010
Raised
$345mm in
common
equity and
$50mm of
Trust
preferred
securities
April 2010
Repaid
$200mm
TARP
December
2010
Repaid the
remaining
$100mm
TARP
Assets ($ millions) |
 Strong
organic growth supported by acquisitions
Strong organic growth supported by
acquisitions
$2,767
$3,314
$3,278
$3,364
$3,675
$4,108
$4,463
$4,433
$4,281
$4,913
$5,815
$5,988
$5,794
$790
$786
$1,280
$3,839
$3,839
$3,839
$3,839
$80
$156
$156
$156
$156
$156
$2,847
$3,470
$3,434
$3,520
$3,831
$4,264
$5,253
$5,219
$5,561
$8,752
$9,633
$9,827
$9,654
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
Organic loans
Acquired loans
Loan growth ($mm)
Deposit growth ($mm)
$3,103
$2,983
$3,051
$3,286
$3,633
$3,936
$4,292
$4,470
$4,500
$5,038
$5,159
$5,067
$5,284
$3,907
$3,907
$3,907
$3,907
$1,378
$839
$839
$198
$198
$198
$198
$198
$114
$9,191
$5,878
$5,309
$5,131
$4,134
$3,831
$3,484
$3,249
$3,181
$3,217
$8,945
$9,066
$8,974
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
Organic deposits
Acquired deposits
Loan growth (%)
CAGR
1998-2010
Organic
6.4%
Total
10.7%
Deposit growth (%)
CAGR
1998-2010
Organic
4.5%
Total
9.1%
Source: Company filings, SNL Financial
6 |
 Improved Market Position in Focus
Markets
Improved Market Position in Focus
Markets
Sorted by 2010 market rank
Market share
MSA rank by market share
MSA
2005
2010
% change
2005
2010
Change
Current rank 1-3
Cumberland, MD-WV
24.8%
32.2%
7.4%
2
1
+ 1
Sunbury, PA
18.7%
23.1%
4.4%
1
1
Flat
Hagerstown-Martinsburg, MD-WV
19.0%
18.5%
(0.5%)
1
1
Flat
Lancaster, PA
12.9%
18.2%
5.3%
3
2
+ 1
Williamsport, PA
14.2%
13.2%
(1.0%)
3
2
+ 1
York-Hanover, PA
3.5%
12.3%
8.9%
11
2
+ 9
Chambersburg, PA
13.4%
17.3%
3.9%
5
2
+ 3
Vineland-Millville-Bridgeton, NJ
0.0%
16.3%
16.3%
NA
3
NA
Gettysburg, PA
0.0%
10.5%
10.5%
NA
3
NA
Current rank 4-8
Selinsgrove, PA
8.4%
12.2%
3.9%
5
4
+ 1
Pottsville, PA
0.0%
11.1%
11.1%
NA
4
NA
Lewisburg, PA
2.5%
2.4%
(0.1%)
7
7
Flat
Atlantic City-Hammonton, NJ
0.0%
5.8%
5.8%
NA
8
NA
Reading, PA
2.9%
4.7%
1.8%
9
8
+ 1
Baltimore-Towson, MD
2.0%
1.7%
(0.3%)
9
8
+ 1
Other
Ocean Pines, MD
2.0%
3.1%
1.2%
9
10
- 1
Harrisburg-Carlisle, PA
0.0%
4.3%
4.3%
NA
11
NA
Allentown-Bethlehem-Easton, PA-NJ
1.7%
1.5%
(0.2%)
13
18
- 5
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
0.4%
0.6%
0.1%
24
18
+ 6
Scranton-Wilkes-Barre, PA
0.0%
1.2%
1.2%
NA
19
NA
Source: SNL Financial
7 |
 DE
PA
WV
NJ
DC
Continues Susquehanna’s expansion
into attractive markets
Continues Susquehanna’s expansion
into attractive markets
8
Susquehanna (220 branches)
Abington (20 branches)
Tower (49 branches)
York
Adams
Franklin
Fulton
Bedford
Allegany
Garrett
Berkeley
Washington
Carroll
Baltimore
Harford
Anne
Arundel
Atlantic
Cumberland
Burlington
Camden
Gloucester
Delaware
Chester
Montgomery
Bucks
Lehigh
Berks
Schuylkill
Luzerne
Lycoming
Northumber-
land
Snyder
Union
Centre
Cumberland
Dauphin
Lebanon
Howard
Lancaster
Philadelphia
Source: SNL Financial
Note: Shaded counties indicate those in which Susquehanna holds a top 3 market
position ¹
Susquehanna pro forma includes Tower and Abington
Projected population
change 2010-2015
2.3%
4.3%
0.5%
13.3%
13.2%
$52.7
$58.6
Projected HH income
change 2010-2015
Median HH income
2010 ($000)
SUSQ
TOBC
Pennsylvania
14.3%
$66.6
Stratton
Mgmt.
Valley
Forge
Addis
Group
Graystone
Asset Mgmt.
Susquehanna pro forma¹
branch map
Susquehanna demographics |
 Few
independent players of scale Few independent players of scale
9
Deposit market share in Pennsylvania
Deposits
Market
Rank
Company
Branches
($mm)
share (%)
1
PNC
505
$58,206
20.4%
2
Wells Fargo
293
37,198
13.0%
3
RBS
386
22,214
7.8%
4
Toronto-Dominion
95
9,632
3.4%
5
Susquehanna (pro forma ABBC and TOBC)
212
8,895
3.1%
5
Banco Santander
170
8,722
3.1%
6
M&T
208
8,385
2.9%
7
Bank of America
100
7,530
2.6%
8
Bank of New York Mellon
6
7,382
2.6%
9
Fulton
137
7,137
2.5%
10
First Niagara
148
6,909
2.4%
12
Susquehanna (pro forma ABBC)
166
6,646
2.3%
13
National Penn
128
6,365
2.2%
14
Northwest
142
5,019
1.8%
15
First Commonwealth
112
4,750
1.7%
19
Tower
46
2,248
0.8%
34
Abington
20
913
0.3%
Independent bank deposit market share in PA, MD, NJ
Source: SNL Financial
Note: Regulatory branch and deposit data as of June 30, 2010; banks and thrifts with
PA/MD/NJ deposits > 90% total deposits ¹
Susquehanna has 3 additional branches in West Virginia
Total PA / MD / NJ
Rank
Company
Deposits
% of total deposits
Branches
1
Susquehanna (pro forma ABBC and TOBC)
$12.3
99%
289¹
1
Fulton
11.7
95%
254
2
Susquehanna (pro forma ABBC)
10.0
99%
240¹
3
F.N.B.
6.9
100%
238
4
National Penn
6.4
98%
130
5
Provident
4.9
100%
83
6
First Commonwealth
4.8
100%
115
7
S&T
3.3
100%
54
8
Sun
3.0
100%
67
9
Sandy Spring
2.5
96%
38
10
Tower
2.3
100%
49
11
Lakeland
2.2
100%
49
12
Kearny
2.1
100%
40
13
Metro
1.9
100%
33
14
OceanFirst
1.5
100%
23
15
Oritani
1.3
100%
23
17
Abington
0.9
100%
20 |
 2006
2007
2008
2009
2010
2Q11
TARGET
25%
Loan Trends
Loan Trends
$5,561
$8,752
$9,654
$9,827
$9,633
17.6%
20.4%
21.4%
20.9%
18.9%
19.1%
14.8%
13.6%
11.3%
9.1%
20.6%
24.6%
23.8%
24.1%
27.7%
30.4%
29.8%
31.1%
31.1%
14.3%
9.9%
11.4%
12.5%
13.2%
28.4%
Source: Company filings
10
Commercial financial and agricultural
Real estate -
construction
Real estate -
residential
Real estate -
commercial
Consumer & leases
15%
25%
10%
25%
$9,636
14.2%
31.1%
28.1%
8.0%
18.6% |
 Deposit Trends
Deposit Trends
11
$5,878
$8,945
$9,066
$8,974
$9,191
13.3%
14.1%
14.9%
27.9%
36.4%
39.7%
33.6%
28.3%
23.6%
17.6%
13.0%
13.4%
Source: Company filings
Jumbo time
Retail time
Savings
Interest bearing demand
Demand
16.3%
34.1%
26.0%
15.4%
8.1%
14.5%
31.6%
30.8%
15.2%
8.0%
7.7%
8.3%
8.4%
TARGET
25%
8%
15.1%
38.3%
8.6%
21.8%
16.2% |
 Earnings Trends
Earnings Trends
($mm)
12
2006
2007
2008
2009
2010
June 30, 2011
YTD
Net interest income
$256.8
$275.9
$398.3
$408.8
$426.5
$211.1
Net interest margin (%)
3.77%
3.67%
3.62%
3.58%
3.67%
3.62%
Non-interest income
136.3
120.7
142.3
163.7
152.1
74.5
Non-interest expense
262.8
277.0
367.2
382.5
382.7
197.0
Pre-provision, pre-tax income
$130.3
$119.6
$173.4
$190.0
$196.0
$88.6
Provision expense
8.7
21.8
63.8
188.0
163.0
63.0
Pre-tax income
$121.6
$97.8
$109.6
$2.0
$33.0
$25.6
Source: Company filings |
 Fee
Generating Subsidiaries Fee Generating Subsidiaries
13
Revenue (In
millions)
2009
2010
Forecast
2011
$13.8
$14.4
$16.1
Valley Forge Asset
Management
12.2
13.1
14.3
Stratton Management
15.7
15.2
16.6
Susquehanna Trust &
Investment Company
29.9
35.6
33.2
Hann Financial Service
Corporation
12.7
12.6
12.0
The Addis Group |
 Credit
Quality
14 |
 Summary of Credit Metrics
Summary of Credit Metrics
($mm)
15
1Q10
2Q10
3Q10
4Q10
1Q11
2Q11
Provision
$45.0
$43.0
$40.0
$35.0
$35.0
$28.0
Net charge-offs (NCO)
38.5
36.0
34.7
34.3
33.6
31.9
268.4
254.8
246.3
215.4
239.7
218.7
NPA generation
63.1
22.4
26.2
3.4
57.9
10.9
TDR’s
55.0
79.6
119.4
114.6
78.5
62.1
90 Day Past Due Loans
20.4
13.0
18.0
20.6
10.3
18.3
30-89 Day Past Due Loans
126.8
59.6
69.5
85.0
86.3
43.7
Key ratios:
NCO / Avg. Loans and Leases
SUSQ
1.56%
1.46%
1.42%
1.42%
1.42%
1.33%
In-market peer median
1.31%
1.33%
1.31%
1.55%
1.36%
0.96%
NPA¹ / Total Loans and Leases + OREO
SUSQ
2.69%
2.60%
2.53%
2.23%
2.49%
2.26%
In-market peer median
2.36%
2.35%
2.44%
2.42%
2.48%
2.23%
Source: Company filings and SNL Financial
Note: In-market peers include FULT, NPBC
1
Excludes renegotiated loans
Non-performing assets (NPA)
1 |
 Credit Migration by Portfolio Type
Credit Migration by Portfolio Type
16
Period Ended
Non-performing Loans (%)
12/31/2007
12/31/2008
12/31/2009
12/31/2010
6/30/2011
Commercial, financial and agricultural
0.29
0.80
0.99
1.10
1.02
Real estate construction
1.62
3.79
8.77
6.59
5.72
Real estate secured -residential
0.55
0.79
1.57
1.91
1.89
Real estate secured -commercial
0.69
0.81
1.93
2.18
2.44
Consumer & leases
0.34
0.01
0.42
0.22
0.28
Total
0.68
1.12
2.23
2.04
1.98
Total Past Due Loans (%)
Commercial, financial and agricultural
1.61
1.39
0.99
1.04
0.54
Real estate construction
2.91
1.57
0.73
0.69
0.84
Real estate secured -residential
1.39
1.65
1.52
1.43
0.87
Real estate secured -commercial
0.90
1.90
0.94
0.79
0.41
Consumer & leases
1.25
1.30
1.65
1.48
0.73
Total
1.50
1.62
1.16
1.10
0.64
Net Charge-offs (Annualized) (%)
Commercial, financial and agricultural
0.28
0.78
1.42
1.00
2.04
Real estate construction
0.19
0.68
5.80
6.70
3.29
Real estate secured -residential
0.11
0.16
0.30
0.66
0.75
Real estate secured -commercial
0.22
0.06
0.49
1.31
1.40
Consumer & leases
0.64
0.75
1.10
0.76
0.28
Total
0.25
0.42
1.32
1.46
1.30 |
 Capital Position
17 |
 Strong Capital Position
Strong Capital Position
6.0%
9.6%
9.7%
11.1%
11.2%
12.7%
12.3%
12.5%
2009
2010
Pro forma ABBC + TOBC
Peer median¹
Tier 1 common
Tier 1
18
Source: SNL Financial
¹
Peers include FMER, FNFG, FULT, NPBC, VLY and WBS; for regulatory capital ratios
excludes FMER and FULT due to unavailability of Q2 2011 financial disclosure
²
Includes deferred tax liability associated with intangibles
(%)
2009
2010
Pro forma ABBC + TOBC
Peer median¹
TCE / TA
5.0
7.6²
7.8²
7.6
Leverage
9.7
10.3
10.1
8.5
Total Risk-based Capital
13.5
14.7
15.1
13.8
|
 Strategic Acquisition of
Abington Bancorp
19 |
 Transaction Highlights
Transaction Highlights
Strong Strategic
Rationale
Attractive Financial
Returns
Low Risk
Low-risk fill-in acquisition of an in-market community bank in
Montgomery and Bucks counties
—
Adds 20 branches and $900mm of deposits; no branch overlap
Strengthens presence in attractive Montgomery and Delaware counties and provides
entry into Bucks County
—
Top
10
market
share
in
Montgomery
County
–
20
th
wealthiest
in
U.S.
—
3 counties rank among top 5 highest HHI in PA
Tremendous opportunity for deposit, loan and fee income growth
—
Wealth management and insurance subsidiaries (Valley Forge, Stratton, and
Addis) located in Montgomery County with strong customer contacts
—
Expand Susquehanna’s in-market mortgage origination capability
—
Potential for commercial loan growth
20% IRR
100bps accretive to Tier I common at close
Breakeven to 2012 EPS, without considering benefits of excess capital
Comprehensive due diligence process
In-market transaction with similar demographics
Proven track record of integrating acquisitions
20 |
 Pro
Forma Financial Impact Pro Forma Financial Impact
Attractive financial returns:
20% IRR
60 bps accretive to TCE and 100bps to Tier I common
Breakeven accretion to SUSQ normalized EPS without considering any benefit from
excess capital; 3% accretive to SUSQ current 2012 median analyst
estimate¹ Tangible book value dilution less than 2%
Strong pro forma capital position (approximately $95mm capital accretive):
Assumptions:
8.5% cumulative lifetime credit losses through the cycle (since 2008)
Cost savings of $8.1mm or 31%², phased in 50% in 2011 and 100% in 2012
One time pre-tax restructuring charge of $21mm
21
12/31/2010
Actual (%)
Pro forma (%)
TCE/TA
7.6%
8.2%
Tier I common
9.6%
10.6%
Tier I
12.7%
13.5%
Note: Based on SUSQ and ABBC stock prices at announcement
¹
Susquehanna normalized analyst estimate of $0.80 and 2012 analyst estimate of
$0.66 ²
Excluding stock based compensation expenses, core cost synergies are approximately
24% of non interest expenses |
 Pricing Metrics
Pricing Metrics
22
Based on Jan. 26, 2011
(Announcement date)
1 day
Deal price per share ($)
$12.80
Implied premium (%)
10.3%
Price / 4Q net income (adjusted for excess capital)¹
24.1x
Price / Tangible book value
1.2x
Price / Adjusted tangible book value²
1.3x
Core deposit premium³
8.2%
Memo:
Susquehanna price per share ($)
$9.70
Financial information as of December 31, 2010
¹4Q 2010 net income annualized; price and earnings adjusted for excess capital of $95mm; assumes
1% pre-tax earnings on excess capital ²Adjusted for credit marks of $31mm and loan loss
reserve of $4mm ³ Core deposits of $680 excludes time deposits >$100mm
|
 Strategic Acquisition of Tower
Bancorp
23 |
 Transaction highlights
Transaction highlights
Strong Strategic
Rationale
Superior Financial
Returns
Low Risk
Acquisition of an in-market, growth oriented community bank with favorable
demographics in central and southeastern Pennsylvania with $2.2bn of
deposits Strengthens
presence
in
attractive
Chester
County
while
building
scale
in
Lancaster
and
Harrisburg
—
Top
3
market
share
in
Chester
County
–
wealthiest
in
PA
Tremendous opportunity for deposit, loan and fee income growth
—
Attractive wealth management division, headquartered in Chester County with
$560mm AUM
—
Small business lending expertise
—
Complementary loan and deposit mix
Seasoned management team with a record of achieving growth
Deploys excess capital generated from Abington acquisition
Approximately 25% IRR
10% accretive to 2013 EPS
Tangible book value earn-back of ~5 years
Comprehensive due diligence process
In-market transaction
Proven track record of integrating acquisitions
Strong pro forma capital and balance sheet
24 |
 Consideration:
Fixed exchange ratio of 3.4696x (resulting in approximately 30.8 million
shares issued based on assumed Tower outstanding shares)
Fixed cash amount of $88mm
75% stock and 25% cash¹
Implied transaction value:¹
$345mm
Implied price per share:¹
$28.69 / Premium to closing price: 41%
Board composition:
Tower receives 3 seats on the pro forma 20 member Board of Directors
(including Abington transaction), and including 1 seat on the Executive
Committee
Due diligence:
Completed
Management
Andrew Samuel (Tower CEO) will become President and Chief Revenue
Officer of Susquehanna and will be appointed to the Susquehanna Board;
Jeffrey Renninger (Tower President & COO) and Janak Amin (CEO of
Graystone Tower Bank) to assume senior management positions at
Susquehanna Bank
Required approval:
Regulatory approval required
Shareholder approval required for SUSQ and TOBC
Termination fee:
$13.5mm (reflects 4% of transaction)
Anticipated closing:
1Q 2012
Transaction overview
Transaction overview
1
Based on Susquehanna stock price as of June 20, 2011; based on diluted shares of
12.0mm 25 |
 Financial impact –
cost saves
Financial impact –
cost saves
($mm)
Cost savings of approximately 34% of Tower’s non-interest
expense¹ Driven by consolidation of branch network of Susquehanna and
Tower; approximately 25 branch closings anticipated between Susquehanna and
Tower History of deposit retention in prior acquisitions
Proven track record of delivery on cost savings
Compensation and benefits
$20.1
Occupancy
3.8
Systems and technology
2.2
Professional fees
0.9
Marketing & other
3.1
Total cost saves (pre-tax)
$30.0
One-time restructuring charge (pre-tax)
$63.0
26
¹
Based on Tower’s core Q1 2011 non-interest expense annualized
|
 Pricing metrics
Pricing metrics
27
Tower acquisition
Precedent transactions
Deal price per share ($)
$28.69
Implied premium
41%
24% -
57%
Price to 2012 EPS (IBES)
15.1x
Price to 2013 EPS (IBES)
12.8x
Price to tangible book value
1.5x
1.6x -
1.9x
Core deposit premium¹
6%
9% -
14%
Memo:
Susquehanna price per share
$8.34
Note: Financial information as of March 31, 2011; based on market data as of June
20, 2011 1
Core deposits of $1.9bn excludes time deposits of greater than $100k
2
Precedent transactions include First Niagara/NewAlliance, People's United/Danvers,
Brookline/Bank of Rhode Island and Valley/State 2
|
 3/31/2011
Pro forma
Current (%)
Pro forma ABBC (%)²
TOBC & ABBC (%)²
TCE / TA¹
7.7%
8.4%
7.8%
Tier I common
9.7%
10.5%
9.7%
Tier I capital
12.8%
13.5%
12.3%
Pro-forma financial impact
Pro-forma financial impact
Superior financial returns:
IRR of approximately 25%
Immediately accretive to EPS; 10% accretive to 2013 EPS
Tangible book value earn-back in ~5 years
Strong pro-forma capital position:
Assumptions:
Cost savings of $30mm, phased in 75% in 2012 and 100% in 2013; no revenue
synergies assumed One time pre-tax costs of $63mm
Core deposit intangibles of $22mm, amortized over 10 years
28
¹
Includes deferred tax liabilities associated with intangibles
²
Pro forma adjustments assuming SUSQ share price as of June 20, 2011
|
 Summary
Summary
29
Expands Susquehanna’s footprint into highly attractive markets and
increases scale in existing markets
Superior financial returns; significant synergy potential
Considerable opportunity for small business lending and fee income
generation by delivering on Susquehanna’s full-service platform
Gain experienced, growth oriented management team with extensive
in-market knowledge |
 Additional information about the
merger and where to find it
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, which will contain a joint proxy
statement/prospectus of Susquehanna and Tower. The companies will file with
the SEC other relevant materials in connection with the merger, and will mail the joint proxy
statement/prospectus to their respective shareholders. Investors and security
holders of Susquehanna and Tower are urged to read the proxy
statement/prospectus and the other relevant materials when they become
available because they will contain important information about Tower, 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 Tower 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 Tower by contacting Brent
Smith, Tower Bancorp, Inc., telephone: 717-724-4666 or from
Tower’s Web site at www.towerbancorp.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 or from Susquehanna’s web site at
www.susquehanna.net.
Susquehanna, Tower 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 Tower 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 Tower 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, 2010 and in its definitive proxy statement filed with the SEC on March 18,
2011. You can find information about Tower’s executive officers and directors in its Annual
Report on Form 10-K for the year ended December 31, 2010 and in its definitive
proxy statement filed with the SEC on April 8, 2011.
30 |
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Questions & answers |