Community Banks, Inc. and East Prospect State Bank Announce Merger
13 Setembro 2006 - 10:03AM
PR Newswire (US)
HARRISBURG, Pa., Sept. 13 /PRNewswire-FirstCall/ -- The Boards of
Directors of Community Banks, Inc. (listed on the Nasdaq Global
Select Market under the symbol "CMTY") (NASDAQ:CMTY) and East
Prospect State Bank have unanimously approved the execution of a
definitive agreement pursuant to which East Prospect will merge
into CommunityBanks, Community Banks, Inc. subsidiary, with
CommunityBanks as the surviving bank. Completion of the merger is
subject to various conditions including the approval of the
shareholders of East Prospect and receipt of all required
regulatory approvals. The merger is expected to be consummated by
the beginning of the second quarter, 2007. Community Banks, Inc., a
financial holding company with $3.3 billion in assets and 73
banking offices throughout central and eastern Pennsylvania and
northern Maryland, is headquartered in Harrisburg, Pennsylvania.
East Prospect State Bank has one banking office in East Prospect,
Pennsylvania and over $57 million in total assets. Upon
consummation of the transaction, East Prospect's banking office
will become a part of CommunityBanks' York Region, and its
twentieth office in York County, Pennsylvania. Roger A. Nickol,
President and CEO of East Prospect will join CommunityBanks' York
Region Advisory Board and will serve as a consultant to
CommunityBanks. The transaction provides CommunityBanks with
another banking office to serve the growing population of the
eastern portion of York County, Pennsylvania. Upon consummation of
the transaction, customers of East Prospect will enjoy the total
array of banking and financial services CommunityBanks offers. In
addition to a complete line of lending and deposit services,
CommunityBanks offers trust & asset management, retail
investment & brokerage, title & settlement, and general
lines insurance services. In addition, East Prospect's customers
will have access to CommunityBanks' state-of-the-art electronic
banking and bill pay services. According to Eddie L. Dunklebarger,
Chairman, President and CEO of Community Banks, Inc., "We are
delighted to affiliate with East Prospect State Bank. Its York
County heritage and customer service culture match well with
CommunityBanks. We are especially pleased to offer our customers
the convenience of another CommunityBanks location in eastern York
County." Mr. Nickol commented that "the affiliation with
CommunityBanks offers our customers the benefits of an expanded
line of banking and financial services, as well as the convenience
of twenty York County banking offices. Our employees will now have
the opportunities presented by the larger organization, and our
shareholders will enjoy access to trades on the NASDAQ. As such, we
feel this transaction clearly provides important benefits to our
customers, employees and shareholders alike." Community will
acquire all of the outstanding shares of East Prospect common stock
for a total purchase price of approximately $21.5 million. The
purchase price is based on a fixed price of $565.80 per share in
cash, or shares of Community common stock having an approximate
value of $565.80 with the precise exchange ratio to be established
at closing based on Community's stock price prior to completion of
the merger. The number of shares of Community common stock that an
East Prospect shareholder would receive may change by the date that
the merger is completed, based on changes in the price of
Community's common stock, up to a maximum of 27.5752 shares.
Community will pay a minimum of 50% and a maximum of 75% of the
purchase price in shares of Community common stock, and the
remainder of the purchase price will be paid in cash. East Prospect
shareholders will be able to elect whether to receive stock, cash
or a combination of stock and cash for their shares of East
Prospect common stock, subject to the allocation and proration
procedures in the merger agreement. The amount of cash to be paid
for each share of East Prospect common stock will not change.
Community will decide before the proxy statement/prospectus is
mailed to East Prospect shareholders the exact proportions of cash
and stock to be paid to East Prospect shareholders. In any event,
no less than 25% of the purchase price will be paid in cash, and no
more than 75% of the purchase price will be paid in Community
common stock. If elections made by East Prospect shareholders are
not within the determined proportions, Community will have the
authority to reallocate the elections on a proportionate basis.
Mette, Evans, and Woodside of Harrisburg provided legal counsel to
Community. Ryan Beck & Co, Inc. acted as financial advisor to
East Prospect, and Buchanan Ingersoll & Rooney PC acted as East
Prospect's legal counsel. This press release contains
"forward-looking" information as defined by the Private Securities
Litigation Reform Act of 1995, which is based on Community's and
East Prospect's current expectations, estimates and projections
about future events and financial trends affecting the financial
condition of the businesses. These statements are not historical
facts or guarantees of future performance, events, or results. Such
statements involve potential risks and uncertainties and,
accordingly, actual performance results may differ materially.
Community and East Prospect undertake no obligation to publicly
update or revise forward-looking information, whether as a result
of new, updated information, future events, or otherwise. The
following disclosure is made in accordance with Rules 165 and
14a-12 of the Securities and Exchange Commission ("SEC"). Community
urges the shareholders of East Prospect State Bank, as well as
other investors, to read the proxy statement/prospectus that will
be included in the registration statement on Form S-4 which
Community will file with the SEC in connection with the proposed
merger. The proxy statement/prospectus will contain important
information about Community, East Prospect, the merger, the persons
soliciting proxies in the merger and their interests in the merger
and related matters. After the proxy statement/prospectus is filed
with the SEC, it will be available for free on the SEC's web site
at http://www.sec.gov/. It will also be available for free from
Community and East Prospect. You may direct such a request to
either of the following persons: Patricia E. Hoch Roger A. Nickol
Senior Vice President and Secretary President and Chief Executive
Officer 777 East Park Drive 1 South Main Street Harrisburg,
Pennsylvania 17111 East Prospect, Pennsylvania 17317 Phone: (717)
920-1698 Phone: (717) 252-1511 In addition to the proposed
registration statement and proxy statement/prospectus, Community
files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports,
statements or other information filed by Community at the SEC's
public reference rooms at 100 F Street, NE, Washington, DC 20549.
Please call the SEC at 1-800-SEC-0330 for further information on
the public reference rooms. Community's filings with the SEC are
also available to the public from commercial document-retrieval
services and for free on the SEC's web site at http://www.sec.gov/.
Because the shares of East Prospect's common stock are not
registered under the Securities Exchange Act of 1934, East Prospect
does not file reports or proxy statements with the SEC. However,
East prospect does file quarterly and annual financial statements
with the FDIC, and publicly available information contained in such
reports is available on the FDIC's website at http://www.fdic.gov/.
Community and East Prospect and their respective executive officers
and directors may be deemed to be participants in the solicitation
of proxies with respect to the transactions contemplated by the
merger agreement. Information concerning Community's officers and
directors is included in Community's proxy statement for its annual
meeting of shareholders in 2006, previously filed with the SEC. The
proxy statement is available for free on the SEC's website at
http://www.sec.gov/ and at no charge from Community. You may direct
a request for the proxy statement to the Community officer
identified above. DATASOURCE: Community Banks, Inc. CONTACT: Eddie
L. Dunklebarger, Chairman, President and CEO, Community Banks,
+1-717-920-5800 or Roger A. Nickol, President and CEO, East
Prospect State Bank, +1-717-252-1511 Web site:
http://www.communitybanks.com/
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