Hudson City Bancorp, Inc. and M&T Bank Corporation Announce Further Extension
of Time to Complete Proposed Merger
HUDSON CITY CONTINUES WITH STRATEGIC INITIATIVES
PARAMUS, N.J., Dec. 17, 2013
PARAMUS, N.J., Dec. 17, 2013 /PRNewswire/ -- Hudson City Bancorp, Inc.
(NASDAQ: HCBK) ("Hudson City") and M&T Bank Corporation ("M&T") announced
today that additional time will be required to obtain a regulatory
determination on the applications necessary to complete their proposed
merger. As a result, M&T and Hudson City have agreed to extend the time to
complete the merger until December 31, 2014 pursuant to Amendment No. 2 to the
Agreement and Plan of Merger. The consideration and exchange ratio as
provided in the Merger Agreement will remain the same.
In early 2013, M&T learned that the Federal Reserve identified certain
regulatory concerns with M&T's procedures, systems and processes relating to
M&T's Bank Secrecy Act and anti-money-laundering compliance program and
commenced a major initiative intended to fully address the Federal Reserve's
concerns, which is ongoing. In April 2013, M&T and Hudson City entered into
their first extension of the Merger Agreement.
In order for Hudson City to pursue its Strategic Plan initiatives during the
pendency of the merger, the parties agreed to amend the Merger Agreement to
permit Hudson City to take action under its Strategic Plan. M&T has received
no assurance from the Federal Reserve as to whether or when the Federal
Reserve will approve the merger. However, M&T and Hudson City believe that
the earliest time the merger could be completed is in the latter half of
Mr. Ronald E. Hermance, Jr., Chairman and Chief Executive Officer of Hudson
City, stated, "While all parties are disappointed that the transaction is
delayed further, we are gratified that M&T continues to see the value in the
Hudson City franchise. Our Board of Directors continues to believe that the
M&T transaction is ultimately in the best interest of the company and our
shareholders, but is also committed to diversifying our business model by
continuing to pursue our Strategic Plan."
Prior to the announcement of the merger, Hudson City retained an outside
consultant to assist management in developing a strategic plan. The
operational core of the Strategic Plan is the expansion of our loan and
deposit product offerings over time to create more balanced sources of revenue
and funding. We believe that the markets in which we operate provide
significant opportunities for the Hudson City brand to capture market share in
products and services that we have not actively pursued previously. The
Strategic Plan includes initiatives such as secondary mortgage market
operations, commercial real estate lending, the introduction of small business
banking products and developing a more robust suite of consumer banking
products. When we announced in April that additional time would be required
to obtain regulatory approval, we charted a dual path for Hudson City. We
continued to plan for the completion of the merger, but we also refreshed the
Strategic Plan, prioritizing the matters that we could achieve during the
pendency of the merger, such as our secondary mortgage market operations and
commercial real estate lending initiatives, and proceeded with implementation
of those prioritized matters. Given the further delay in closing the
transaction, Hudson City and M&T have agreed that Hudson City will be
permitted to proceed with its Strategic Plan as noted above. Many of the
initiatives require significant lead time for full implementation and roll out
to our customers. We expect commencement of the roll out of the prioritized
initiatives during 2014.
About Hudson City Bancorp, Inc.
Hudson City Bancorp is a Delaware corporation organized in 1999 and serves as
the holding company of its only subsidiary, Hudson City Savings Bank. Hudson
City Savings Bank conducts its operations out of its corporate offices in
Paramus in Bergen County, New Jersey and through 135 branches in the New York
This release may contain certain "forward looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 that are based
on certain assumptions and describe future plans, strategies and expectations
of Hudson City Bancorp, Inc. Such forward-looking statements may be identified
by the use of such words as "may," "believe," "expect," "anticipate,"
"should," "plan," "estimate," "predict," "continue," and "potential" or the
negative of these terms or other comparable terminology. Examples of
forward-looking statements include, but are not limited to, estimates with
respect to the financial condition, results of operations and business of
Hudson City Bancorp, Inc., and Hudson City Bancorp, Inc.'s strategies, plans,
objectives, expectations, and intentions, including the merger, and other
statements contained in this release that are not historical facts. Hudson
City Bancorp, Inc.'s ability to predict results or the actual effect of future
plans or strategies, including the merger and its implementation of the
Strategic Plan, is inherently uncertain and actual results and performance
could differ materially from those contemplated or implied by these
forward-looking statements. They can be affected by inaccurate assumptions
Hudson City Bancorp, Inc. might make or by known or unknown risks and
uncertainties. Factors that could cause assumptions to be incorrect include,
but are not limited to, changes in interest rates, general economic
conditions, legislative, regulatory and public policy changes, further delays
in closing the merger and the ability of Hudson City Bancorp, Inc. or M&T to
obtain regulatory approvals and meet other closing conditions to the merger.
These risks and uncertainties should be considered in evaluating
forward-looking statements and undue reliance should not be placed on such
statements. For a summary of important factors that could affect Hudson City
Bancorp, Inc.'s forward-looking statements, please refer to Hudson City
Bancorp, Inc.'s filings with the Securities and Exchange Commission available
at www.sec.gov. Hudson City Bancorp, Inc. does not intend to update any of the
forward-looking statements after the date of this release or to conform these
statements to actual events.
Important Additional Information.
In connection with the merger, M&T filed with the SEC on February 22, 2013 a
Registration Statement on Form S-4 that included a Joint Proxy Statement of
M&T and Hudson City and a Prospectus of M&T. The S-4 has been declared
Each of M&T and Hudson City may file other relevant documents concerning the
proposed transaction. SHAREHOLDERS OF M&T AND HUDSON CITY ARE URGED TO READ
THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING
THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
A free copy of the Joint Proxy Statement/Prospectus, as well as other filings
containing information about M&T and Hudson City, may be obtained at the SEC's
Internet site (http://www.sec.gov). You will also be able to obtain these
documents, free of charge, from M&T at www.mtb.com under the tab "About Us"
and then under the heading "Investor Relations" or from Hudson City by
accessing Hudson City's website at www.hcsbonline.com under the heading
"Investor Relations." Copies of the Joint Proxy Statement/Prospectus can also
be obtained, free of charge, by directing a request to Investor Relations, One
M&T Plaza, Buffalo, New York 14203, (716)842-5445.
SOURCE Hudson City Bancorp, Inc.
Contact: Susan Munhall, Investor Relations, Hudson City Bancorp, Inc. West 80
Century Road, Paramus, New Jersey 07652, +1-201-967-8290, firstname.lastname@example.org
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