BURLINGTON, Vt., April 23 /PRNewswire-FirstCall/ -- Chittenden
Corporation (NYSE: CHZ) and Merrill Merchants Bancshares, Inc. (Nasdaq:
MERB) announced today that May 23, 2007 has been set as the deadline for
merger consideration elections in connection with Chittenden's proposed
acquisition of Merrill Merchants. Completion of the acquisition is subject
to customary closing conditions, as well as the approval of Merrill
Merchants shareholders and various regulatory agencies.
Merrill Merchants shareholders wishing to make an election regarding
the consideration they would like to receive for their Merrill Merchants
shares must deliver to Computershare Trust Co., Inc., the exchange agent,
properly completed Election Forms and Letters of Transmittal, together with
their stock certificates or properly completed notices of guaranteed
delivery, by 5:00 P.M., New York City time, on Wednesday, May 23, 2007, the
election deadline. Merrill Merchants shareholders may elect cash, shares of
Chittenden common stock or a combination of the two for their Merrill
Merchants shares. All elections are subject to adjustment to ensure that
40% of the outstanding shares of Merrill Merchants common stock will be
converted into the right to receive cash, and 60% of the outstanding shares
of Merrill Merchants common stock will be converted into the right to
receive shares of Chittenden common stock. As a result, a Merrill Merchants
shareholder may not receive the exact form of consideration elected, and
the ability of a Merrill Merchants shareholder to receive the form of
consideration elected will depend on the elections made by other Merrill
Merchants shareholders.
Merrill Merchants shareholders who do not properly deliver such
documentation to Computershare Trust Co., Inc. (at the address specified in
the Election Form and Letter of Transmittal) prior to the election deadline
will forfeit the right to select the form of consideration they would like
to receive. If the acquisition is completed, such non-electing shareholders
will be allocated cash and/or Chittenden common stock depending on the
elections made by other Merrill Merchants shareholders.
Merrill Merchants shareholders may obtain additional copies of the
Election Form and Letter of Transmittal, copies of which were mailed today
to Merrill Merchants shareholders, by contacting Georgeson Shareholder
Communications, the information agent, at (866) 574-4074.
Forward-Looking Statements
This press release contains statements that may be considered forward-
looking statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934. These
forward- looking statements are intended to be covered by the safe harbor
provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and this statement is included
for purposes of complying with these safe harbor provisions. These
forward-looking statements are based on current plans and expectations,
which are subject to a number of risk factors and uncertainties that could
cause future results to differ materially from historical performance or
future expectations. These differences may be the result of various
factors, including, among others: (1) failure of the parties to satisfy the
closing conditions in the merger agreement in a timely manner or at all;
(2) failure of the shareholders of Merrill Merchants to approve the merger
agreement; (3) failure to obtain governmental approvals of the merger, or
imposition of adverse regulatory conditions in connection with such
approvals; (4) disruptions to the parties' businesses as a result of the
announcement and pendency of the merger; (5) costs or difficulties related
to the integration of the businesses following the merger; (6) changes in
general, national or regional economic conditions; (7) changes in loan
default and charge-off rates; (8) reductions in deposit levels
necessitating increased borrowings to fund loans and investments; (9)
changes in interest rates; (10) changes in levels of income and expense in
noninterest income and expense related activities; and (11) competition.
For further information on these risk factors and uncertainties, please
see Chittenden's filings with the Securities and Exchange Commission,
including Chittenden's Annual Report on Form 10-K for the year ended
December 31, 2006. Chittenden and Merrill Merchants undertake no obligation
to publicly update or revise any forward-looking statement, whether as a
result of new information, future events or other changes.
Additional Information About this Transaction
In connection with the proposed merger of Merrill Merchants with and
into Chittenden, Chittenden has filed a registration statement on Form S-4
with the Securities and Exchange Commission containing a proxy
statement/prospectus dated March 27, 2007, which has been mailed to Merrill
Merchants shareholders. Investors are urged to read these materials, and
any other documents filed by Chittenden or Merrill Merchants with the SEC,
because they contain or will contain important information about
Chittenden, Merrill Merchants and the merger. Chittenden, Merrill Merchants
and their respective executive officers and directors may be deemed to be
participants in the solicitation of proxies from the shareholders of
Merrill Merchants in connection with the merger. Information about the
directors and executive officers of Chittenden and Merrill Merchants and
information about any other persons who may be deemed participants in this
transaction is included in the proxy statement/prospectus. The proxy
statement/prospectus and other relevant materials, and any other documents
filed by Chittenden or Merrill Merchants with the SEC, may be obtained free
of charge at the SEC's website at http://www.sec.gov. In addition, investors may
obtain free copies of these documents by directing a written request to
Chittenden Corporation, 2 Burlington Square, Burlington, Vermont
05402-0820, Attention: General Counsel.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy any
securities.
Chittenden is a bank holding company headquartered in Burlington,
Vermont. Through its subsidiary banks (1), the Company offers a broad range
of financial products and services to customers throughout Northern New
England, Massachusetts and Connecticut, including deposit accounts and
services; commercial and consumer loans; insurance; and investment and
trust services to businesses, individuals, and the public sector.
Chittenden Corporation's news releases, including earnings announcements,
are available on the Company's website.
(1) Chittenden's subsidiaries are Chittenden Trust Company, The Bank of
Western Massachusetts, Flagship Bank and Trust Company, Maine Bank & Trust
Company, and Ocean National Bank. Chittenden Trust Company also operates
under the names Chittenden Bank, Chittenden Services Group, Chittenden
Mortgage Services, and it owns Chittenden Insurance Group, LLC, Chittenden
Securities, LLC and Chittenden Commercial Finance.
SOURCE Chittenden Corporation
 back to top
Related links:
http://www.chittendencorp.com/
http://www.prnewswire.com/comp/124292.html/
CONTACT:
Edwin N. Clift or Deborah Jordan, both of
Merrill Merchants Bancshares, Inc., +1-207-942-4800; or Kirk W.
Walters of Chittenden Corporation, +1-802-660-1561
|
