BRIDGEPORT, Conn., Nov. 3 /PRNewswire-FirstCall/ -- People's Bank (the
"Bank") (Nasdaq: PBCT) announced today that its proposed holding company,
People's United Financial, Inc. (the "Company"), has filed a registration
statement with the United States Securities and Exchange Commission to
offer for sale shares of common stock in connection with People's Mutual
Holdings' and the Bank's previously announced second-step conversion.
The Company expects to offer for sale between 127,500,000 and
172,500,000 shares of common stock (subject to a 15% increase to
198,375,000 shares) at a purchase price of $20.00 per share. The offering
range is based on an independent appraisal of the market value of the
Company at October 16, 2006, which ranged from $4.460 billion to $6.019
billion, with a midpoint of $5.240 billion. The shares of common stock to
be offered by the Company represent approximately 57.7% of the Bank's
common stock that is currently owned by People's Mutual Holdings. At the
conclusion of the conversion, the shares of the Bank's common stock
currently held by public stockholders of the Bank will be exchanged for new
shares of common stock of the Company based on an exchange ratio estimated
to be between 1.5546 and 2.1033 (subject to a 15% increase to 2.4188)
shares. The offering range and the corresponding exchange ratios 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. In addition and as part of the
conversion, the Company intends to contribute 2,000,000 shares of its
common stock and $20 million in cash from the offering proceeds to The
People's Community Foundation, a charitable foundation to be established
for the betterment of the communities which the Bank serves.
The Company will offer shares of common stock in a subscription
offering first to depositors of the Bank with a qualifying deposit as of
June 30, 2005, second to the Company's tax-qualified employee stock benefit
plans, and then to other depositors of the Bank as of dates to be
determined. The maximum amount of common stock that an individual or group
may purchase is $2 million or 100,000 shares. In addition, the Company is
offering any shares of Company common stock that are not subscribed for in
the subscription offering for sale to the general public in a syndicated
offering.
Morgan Stanley & Co. Incorporated and Ryan Beck & Co., Inc. are serving
as financial advisors to the Company in connection with this transaction.
Ryan Beck will act as selling agent in connection with the subscription
offering on a "best efforts" basis. Morgan Stanley will serve as global
coordinator and sole book-running manager and Ryan Beck will act as joint
lead manager for the syndicated offering. The syndicated offering will be
made on a "best efforts" basis, and accordingly none of Morgan Stanley,
Ryan Beck or any other member of the syndicate will be required to purchase
any shares of common stock in the syndicated offering. The offering is
expected to commence in the first quarter of 2007.
The Company will maintain its corporate offices in Bridgeport,
Connecticut. The Bank, a well-established community financial institution
serving its customers since 1842, is headquartered in Bridgeport and is one
of the largest independent banks in Connecticut with more than 150 branches
and over 250 ATMs. The Bank is a leader in supermarket banking with more
than 70 branch offices in Super Stop & Shop locations throughout
Connecticut offering 7-day, in-person banking services. The Federal Deposit
Insurance Corporation insures the Bank's deposits. Through its
subsidiaries, the Bank provides brokerage and financial advisory services,
asset management, equipment financing and insurance services.
You may obtain the registration statement free of charge from the
Securities and Exchange Commission through its website, http://www.sec.gov.
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 the Company and the 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 the 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 the
Bank's operations.
A registration statement relating to the securities proposed to be
issued by People's United Financial has been filed with the United States
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the
time the registration statement becomes effective. This press release shall
not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any State in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
SOURCE People's Bank
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Related links:
http://www.peoples.com
http://www.prnewswire.com/comp/113252.html /
CONTACT:
Valerie C. Carlson, Vice President, Corporate
Communications, People's Bank, +1-203-338-2351,
valerie.carlson@peoples.com
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