TD Banknorth to Acquire Hudson United Bancorp to Enhance Its
Community Banking Franchise in Southern Connecticut and Eastern New York and
Extend into New Jersey and Philadelphia.
PORTLAND, Maine, July 12 /PRNewswire-FirstCall/ -- TD Banknorth Inc. (NYSE:BNK) and Hudson United Bancorp (NYSE:HU) announced today that they have
signed a definitive agreement for TD Banknorth to acquire Hudson United for
approximately US$1.9 billion in cash and TD Banknorth stock.
"This acquisition is consistent with our growth strategy and will significantly
expand our franchise in both Connecticut and eastern New York while providing
us with a presence in the fast-growing markets of New Jersey and Philadelphia,"
said William J. Ryan, TD Banknorth's Chairman, President and Chief Executive
Officer. "We look forward to welcoming Hudson United into the TD Banknorth
family and to offering Hudson United's customers a broader array of products
and services." On a pro forma basis, the transaction will create a regional financial services
company with 590 branches, 751 ATMs and over US$26 billion in deposits across 8
northeastern states.
Acquisition Details Under the terms of the definitive agreement, Hudson United shareholders will
have the right, subject to proration, to elect to receive cash and/or TD
Banknorth common stock, in either case having a value equal to US$21.07 plus
the product of 0.7247 times the average closing price of the TD Banknorth
common stock during a ten-trading day period ending on the fifth trading day
prior to the closing date. Based on the closing price of the TD Banknorth
common stock on July 11, 2005, the deal is valued at US$42.78 per Hudson United
share and the aggregate merger consideration consists of approximately 51%
stock and 49% cash. It is anticipated that the common stock consideration
received in the transaction will be tax-free to Hudson United shareholders.
The cash for the transaction will be financed through TD Banknorth's sale of
approximately 29.6 million shares of TD Banknorth common stock to TD
Banknorth's parent company, TD Bank Financial Group ("TD"), at a price of
US$31.79 per share. On a pro forma basis, based on the number of TD Banknorth
shares outstanding as of June 30, 2005, TD's percentage ownership of TD
Banknorth will decrease slightly after giving effect to the transaction. However, through TD Banknorth share repurchases or, subject to meeting
regulatory requirements, open market purchases, TD has indicated its intent to
at least maintain its ownership of TD Banknorth at the level prior to the
acquisition of Hudson United or, as market conditions warrant, to potentially
increase its position.
It is anticipated that the transaction will be accretive to TD Banknorth's GAAP
EPS by approximately US$0.06 in 2007, the first full year of combined
operations between the two companies. In 2006, it is anticipated that the
transaction will be slightly dilutive to TD Banknorth's GAAP EPS by
approximately US$0.01.
"We are excited about joining TD Banknorth," said Kenneth Neilson, Hudson
United's Chairman, President and Chief Executive Officer. "This transaction
rewards our shareholders while maintaining our focus on local community
banking." Under the terms of the definitive agreement, two Hudson United directors will
be added to the TD Banknorth Board of Directors.
"We are pleased to support Bill Ryan and his team in this strategic
acquisition," said Ed Clark, President and Chief Executive Office of TD Bank
Financial Group. "This transaction delivers on our shared vision for growth and
marks a significant milestone in TD Banknorth's expansion strategy." The transaction is subject to approval by shareholders of Hudson United and TD
Banknorth, as well as customary regulatory approvals, and is expected to close
in the first quarter of 2006.
Lehman Brothers served as TD Banknorth's financial advisor and Elias, Matz,
Tiernan & Herrick, LLP served as TD Banknorth's counsel. Keefe, Bruyette and
Woods served as Hudson United's financial advisor and Pitney Hardin LLP served
as Hudson United's counsel.
Conference Call Details TD Banknorth will hold an analyst conference call today, July 12, 2005, at
10:00 a.m., Eastern Time, to discuss details of the transaction. The call will
feature a presentation by TD Banknorth CEO, Bill Ryan, and will be followed by
a question and answer period for analysts and investors. The dial-in number for
the call in the USA and Canada is 800-299-9630 and the international dial-in
number is 617-786-2904. The passcode for the call is 38328527. The conference
call is also being webcast by CCBN and can be accessed at TD Banknorth's
website at http://www.tdbanknorth.com/investorrelations.
Immediately following the TD Banknorth call, TD will host a call for its
shareholders and analysts (using the same number and webcast coordinates) at
approximately 11:10 am Eastern Time. The call will feature a presentation by Ed
Clark and TD's Chief Financial Officer, Dan Marinangeli and will be followed by
a question and answer period for investors. The dial-in number for the call is
the same as for the TD Banknorth call: USA and Canada - 800-299-9630,
International - 617-786-2904. The passcode for the call is 38328527. Participants of the TD Banknorth call are welcome to remain on the line for the
second call. An audiocast of the call will be available on line at TD's website
at http://www.td.com/investor/index.jsp.
A replay of the conference call will be available shortly after the call's
completion for at least 30 days. The replay dial-in number in the USA and
Canada is 888-286-8010 and the international replay dial-in number is
617-801-6888. The replay passcode is 19540613. A webcast replay will also be
available at TD Banknorth's website
http://www.tdbanknorth.com/investorrelations.
About TD Banknorth Inc.
TD Banknorth Inc. is a leading banking and financial services company
headquartered in Portland, Maine and a majority-owned subsidiary of TD Bank
Financial Group. At March 31, 2005, TD Banknorth had $32.1 billion of total
consolidated assets and provided financial services to over 1.3 million
households in the Northeast. TD Banknorth's banking subsidiary, TD Banknorth,
N.A., operates banking divisions in Maine, New Hampshire, Massachusetts,
Connecticut, Vermont and upstate New York. TD Banknorth and TD Banknorth, N.A. also operate subsidiaries and divisions in insurance, wealth management,
merchant services, mortgage banking, government banking and other financial
services and offer investment products in association with PrimeVest Financial
Services, Inc. The TD Banknorth common stock trades on the New York Stock
Exchange under the symbol "BNK". For more information, visit
http://www.tdbanknorth.com/.
About Hudson United Bancorp Hudson United Bancorp is the multi-state bank holding company for Hudson United
Bank, which has 204 offices in New Jersey, New York, Connecticut and
Pennsylvania. Hudson United Bancorp's subsidiaries offer a full array of
innovative products and services to commercial and retail accounts, including
imaged checking accounts, 24-hour telephone and internet banking, loans by
phone, alternative investment products, insurance products, private label
credit programs and a wide variety of commercial loans and services including
asset based loans, SBA loans, international services, merchant services and
cash management services. Wealth management services are also provided to
individuals and businesses. Public sector products and services are provided to
local and state governments, municipalities, educational institutions, civic
and not-for-profit organizations. For more information, visit
http:www.hudsonunitedbank.com Forward-looking Information This press release contains forward-looking statements regarding TD Banknorth's
acquisition of Hudson United. Words such as "expect", "feel", "believe",
"will", "may", "anticipate", "plan", "estimate", "intend", "should" and similar
expressions are intended to identify forward-looking statements. These
forward-looking statements involve certain risks and uncertainties. Factors
that may cause actual results to differ materially from those contemplated by
such forward-looking statements include, among others, the following
possibilities: (1) estimated cost savings from the acquisition cannot be fully
realized within the expected time frame; (2) revenues following the acquisition
are lower than expected; (3) competitive pressure among depository institutions
increases significantly; (4) costs or difficulties related to the integration
of the businesses of TD Banknorth and Hudson United are greater than expected;
(5) changes in the interest rate environment reduce interest margins; (6)
general economic conditions, either nationally or in the markets in which TD
Banknorth will be doing business, are less favorable than expected; (7)
legislation or changes in regulatory requirements adversely affect the
businesses in which TD Banknorth would be engaged; or (8) factors which would
result in a condition to the transaction not being met. Neither TD Banknorth
nor Hudson United undertakes any obligation to update these forward-looking
statements to reflect events or circumstances that occur after the date on
which such statements were made.
Additional Information About the Transaction This press release may be deemed to be solicitation material in respect of the
proposed merger of TD Banknorth and Hudson United. In connection with the
proposed transaction, a registration statement on Form S-4 will be filed with
the SEC. Shareholders of TD Banknorth and shareholders of Hudson United are
encouraged to read the registration statement and any other relevant documents
filed with the SEC, including the joint proxy statement/prospectus that will be
part of the registration statement, because they will contain important
information about the proposed merger. The final joint proxy
statement/prospectus will be mailed to shareholders of TD Banknorth and
shareholders of Hudson United. Investors and security holders will be able to
obtain the documents free of charge at the SEC's website, http://www.sec.gov/,
from TD Banknorth, Two Portland Square, P.O. Box 9540, Portland, Maine
04112-9540, Attention: Investor Relations, or from Hudson United, 1000
MacArthur Boulevard, Mahwah, New Jersey 07430, Attention: Investor Relations. TD Banknorth, Hudson United and their respective directors and executive
officers and other members of management and employees may be deemed to
participate in the solicitation of proxies in respect of the proposed
transaction. Information regarding TD Banknorth's directors and executive
officers is available in TD Banknorth's proxy statement for its 2005 annual
meeting of shareholders, which was filed with the SEC on April 20, 2005, and
information regarding Hudson United's directors and executive officers is
available in Hudson United's proxy statement for its 2005 annual meeting of
shareholders, which was filed with the SEC on March 23, 2005. Additional
information regarding the interests of such potential participants will be
included in the joint proxy statement/prospectus and the other relevant
documents filed with the SEC when they become available. DATASOURCE: TD Banknorth Inc.
CONTACT: TD Banknorth Inc., Jeff Nathanson, (207) 761-8517
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