ONEONTA, N.Y., April 4 /PRNewswire-FirstCall/ -- The Wilber Corporation (AMEX:GIW), the parent company of Wilber National Bank, today announced that it intends to repurchase up to 650,000 shares, or approximately 5.8%, of its 11,145,937 shares of common stock currently outstanding, through a modified Dutch auction issuer tender offer.
Under the Modified Dutch Auction format, shareholders will have the opportunity to sell part or all of their shares to the Company at the cash purchase price selected by the shareholder of not less than $9.90 per share nor greater than $11.40 per share. Upon expiration of the offer, the Company will select the lowest purchase price that will permit it to buy the desired number of shares. All shares purchased will be purchased at the same price, even if tendered at a lower price. If more than the maximum number of shares sought is tendered at or below the price, tendering shareholders owning fewer than 100 shares will have their shares purchased without pro-ration and other shares will be purchased pro rata. Shareholders of record will, in general, be able to tender their shares free of all brokerage commissions and stock transfer taxes, if any, which will be paid by Wilber. The offer is not conditioned on a minimum number of shares being tendered. Wilber will pay for the shares purchased and for all related fees and expenses out of available funds and cash on hand. The offer to purchase shares will begin on April 4, 2006 and expire on May 4, 2006, unless extended. Shares tendered into the offer may be withdrawn at any time before the expiration date of the offer. On March 17, 2006, the closing sale price for the Company's common stock as reported on the Amex(R) was $10.00.
Commenting on the tender offer, Douglas C. Gulotty, the Company's President and Chief Executive Officer said: "Over time, The Wilber Corporation's profitable operations have contributed to the growth of a capital base that exceeds all applicable regulatory standards and the amount of capital needed to support our banking business. After evaluating a variety of alternatives to utilize this strong capital base more effectively and to maximize value to our shareholders, we have determined that a repurchase of our own shares at this time would be in the best interests of our shareholders." NEITHER THE WILBER CORPORATION NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH SHAREHOLDER'S SHARES IN THE OFFER AND HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of The Wilber Corporation's common stock. The offer is made solely by the Offer to Purchase, dated April 4, 2006, and the related Letter of Transmittal. Each shareholder is urged to consult his or her tax advisor as to the particular tax consequences of the tender offer to such shareholder. The full details of the offer, including complete instructions on the tender process procedure along with the transmittal forms and other data is being mailed to shareholders commencing on or about April 4, 2006. You should read the Offer to Purchase and the Letter of Transmittal carefully because they contain important information. The documents will be available free of charge at the website of the United States Securities and Exchange Commission at http://www.sec.gov/. The documents may also be obtained free of charge from The Wilber Corporation (607) 432-1700 or from the dealer manager/information agent for the offer, Sandler O'Neill & Partners, L.P. at (800) 635-6851 and The Wilber Corporation's website at "http://www.wilberbank.com/." The Wilber Corporation is a single bank holding company headquartered in Oneonta, New York serving the financial needs of the communities of the Western Catskills and Eastern Southern Tier of New York. The Wilber Corporation is the parent of Wilber National Bank, a national bank chartered in 1874 with 20 branch offices located in Otsego, Delaware, Schoharie, Ulster, Chenango and Broome Counties and two loan production office located in Kingston and Syracuse, New York.
NOTE: This press release may contain certain statements which are not historical facts or which concern the Company's future operations or economic performance and which are to be considered forward-looking statements. Any such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company cautions that all forward-looking statements involve risk and uncertainties, and that actual results may differ from those indicated in the forward-looking statements as a result of various factors, such as changing economic and competitive conditions and other risk and uncertainties. In addition, any statements in this news release regarding historical stock price performance are not indicative of or guarantees of future price performance. DATASOURCE: The Wilber Corporation CONTACT: Douglas C. Gulotty, President and CEO of The Wilber Corporation, +1-607-433-4172 Web site: http://www.wilberbank.com/
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