BRIDGEPORT, Conn., Feb. 14 /PRNewswire-FirstCall/ -- People's Bank
(Nasdaq: PBCT) announced today that People's United Financial, Inc., the
proposed holding company for People's Bank, and People's Mutual Holdings
have received conditional approval from the Office of Thrift Supervision to
commence the second step conversion and stock offering. People's Bank also
announced today that the registration statement relating to the sale of
common stock of People's United Financial has been declared effective by
the Securities and Exchange Commission.
The second step conversion and the establishment and funding of The
People's Community Foundation, which is proposed to be funded with
2,000,000 shares of People's United Financial common stock and $20 million
in cash, must each be approved by a majority of the depositor votes
eligible to be cast at a special meeting of depositors, to be held on April
5, 2007. Depositors of People's Bank as of the close of business on
February 5, 2007 will be entitled to vote at the special meeting.
Holders of the majority of the outstanding shares of common stock of
People's Bank and holders of the majority of the outstanding shares of the
common stock of People's Bank other than the shares held by People's Mutual
Holdings as of February 5, 2007 must also approve the second step
conversion and the establishment and funding of The People's Community
Foundation at a special meeting of stockholders, also to be held on April
5, 2007. Proxy materials will be mailed to stockholders of People's Bank on
or about February 27, 2007.
A subscription offering is expected to begin February 23, 2007, when
offering and proxy materials are mailed. Eligible People's Bank depositors
will receive offering and proxy materials during the week of February 26,
2007. A syndicated offering of any remaining unsubscribed shares to the
general public is expected to begin at a later date. Completion of the
conversion and offering is subject to, among other things, the receipt of
final regulatory approval of the Office of Thrift Supervision.
The number of shares expected to be sold in the offering and issued to
public stockholders in the exchange is based on an independent appraisal of
the market value of People's United Financial at January 18, 2007, which
ranged from $4.791 billion to $6.468 billion (subject to a 15% increase to
$7.432 billion). People's United Financial is offering for sale the 57.7%
ownership interest currently owned by People's Mutual Holdings in People's
Bank which is equivalent to between $2.741 billion and $3.709 billion, or
between 137,062,500 and 185,437,500 shares of common stock at $20.00 per
share. People's United Financial may increase the number of shares that it
sells in the offering, without notice to persons who have subscribed for
shares, by up to 15%, to $4.265 billion or 213,253,125 shares, as a result
of market demand, regulatory considerations or changes in financial
markets.
At the conclusion of the conversion and offering, the existing shares
of common stock held by the public stockholders of People's Bank will be
exchanged for new shares of People's United Financial. The number of new
shares of People's United Financial that the public stockholders are
expected to receive will be between 1.6712 and 2.2611 shares in exchange
for each share of People's Bank common stock, subject to a 15% increase to
2.6003 shares. The exchange ratio is intended to ensure that, after the
conversion and offering, public stockholders will maintain approximately
the same ownership interest in People's United Financial as they currently
own in People's Bank (exclusive of any shares stockholders purchase in the
offering). The offering and exchange ratio ranges could change as a result
of regulatory review or due to updates to the independent appraisal,
reflecting, among other things, changes in market conditions before or
during the offering. After the completion of the conversion and offering,
People's United Financial will be 100% owned by public stockholders.
People's Bank and People's United Financial will establish a Stock
Information Center to handle inquiries of its depositors with respect to
the subscription offering. The Stock Information Center will open on
February 26, 2007. The Stock Information Center's telephone number is (800)
867-5295. Hours of operation will be from 10:00 a.m. to 4:00 p.m., Monday
through Friday.
Ryan Beck & Co., Inc. is assisting People's United Financial in selling
its common stock in the subscription offering on a best efforts basis.
Morgan Stanley & Co. Incorporated is acting as sole book-running manager on
the syndicated offering. Keefe, Bruyette & Woods, Inc., Lehman Brothers
Inc. and Ryan Beck & Co., Inc. are acting as joint lead managers and
Sandler O'Neill & Partners, L.P. is acting as co-manager on the syndicated
offering. The syndicated offering will be conducted on a best efforts basis
and none of the members of the syndicate group are required to purchase any
shares in the offering.
This release may contain certain "forward looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995, and
may be identified by the use of such words as "believe," "expect,"
"anticipate," "should," "planned," "estimated," and "potential." Examples
of forward looking statements include, but are not limited to, estimates
with respect to the financial condition, results of operations and business
of People's United Financial and People's Bank that are subject to various
factors which could cause actual results to differ materially from these
estimates. These factors include, but are not limited to, general economic
and market conditions, legislative and regulatory conditions, changes in
interest rates that affect People's Bank's interest rate spread, changes in
deposit flows, loan demand or real estate values and other economic,
governmental, competitive, regulatory and technological factors that may
affect People's United Financial's and People's Bank's operations.
A registration statement relating to these securities has been filed
with the United States Securities and Exchange Commission. This press
release is neither an offer to sell nor a solicitation of an offer to buy
common stock. The offer will be made only by means of the written
prospectus forming part of the registration statement (and, in the case of
the subscription offering, an accompanying stock order form).
A copy of the prospectus relating to the subscription offering may be
obtained when available from:
Ryan Beck & Co., Inc.
18 Columbia Turnpike
Florham Park, New Jersey 07932
(800) 493-1587
A copy of the prospectus relating to the syndicated offering may be
obtained when available from:
Morgan Stanley & Co. Incorporated
180 Varick Street
New York, New York 10014
Attention: Prospectus Department
or via e-mail to prospectus@morganstanley.com
or from Ryan Beck & Co., Inc. at the address given above.
The shares of common stock are not savings accounts or savings
deposits, may lose value and are not insured by the Federal Deposit
Insurance Corporation or any other government agency.
Access People's Bank on the World Wide Web at http://www.peoples.com.
It's Possible @ People's.
SOURCE People's Bank
 back to top
Related links:
http://www.peoples.com
http://www.prnewswire.com/comp/113252.html /
CONTACT:
Vincent J. Calabrese, Senior Vice President
and Controller, +1-203-338-4114, or Fax, +1-203-338-2362,
vince.calabrese@peoples.com, or Valerie C. Carlson, Vice
President, Corporate Communications, +1-203-338-2351, or Fax,
+1-203-338-3461, valerie.carlson@peoples.com, both of People's
Bank
|
