Cohoes Bancorp faces an uncertain future in the wake of its collapsed merger agreement with another upstate New York thrift.
With two higher but unsolicited offers on the table, shareholders at $727 million-asset Cohoes last week narrowly rejected a deal to merge with Hudson River Bancorp, of Hudson. Now Cohoes' board must decide whether to consider the unsolicited bids, seek other merger partners, or remain independent.
"The board will meet soon to determine what is best for our shareholders," said Cohoes president Harry L. Robinson. "Anything is possible."
In the meantime, Cohoes has announced that it would repurchase 10% of its outstanding shares in order to "keep all of our options open," Mr. Robinson said.
A battle for Cohoes began shortly after it announced its merger-of-equals deal with $1.1 billion-asset Hudson River in April.
The combination would have produced a $1.8 billion-asset company in the state capital region. But shortly after the deal was announced, Trustco Bank Corp. of Schenectady, N.Y., offered $16 a share in stock for Cohoes - $5 more than Hudson River's offer - while Ambanc Holding Co. of Amsterdam, N.Y., offered $16.50 a share in cash.
Trustco also made a bid to buy Hudson River, but Cohoes and Hudson River dismissed the offers and forged ahead with their own merger plans.
With the deal apparently terminated, analysts said Cohoes is free to seek another partner.
"I would imagine they would seek another partner on their own terms as opposed to being pursued by someone," said Scott Valentin, an analyst at Friedman, Billings, Ramsey & Co. in Arlington, Va.
Trustco, with $2.3 billion of assets, and $740 million-asset Ambanc are also expected step up their pursuits of the thrift. Ambanc recently announced it would nominate at least two, and as many as four, members to Cohoes' board at its annual meeting, which is scheduled for October.
Trustco, meanwhile, said it also plans to continue its pursuit of both Hudson River and Cohoes, but unlike Ambanc, has yet to launch a tender offer. The company said that a tender offer is imminent, but secretary William F. Terry said it would "rather do a friendly deal with (Cohoes') management."
Mr. Robinson said Cohoes' board would not rule out discussions with either Trustco or Ambanc. But he maintains that the offers were merely ploys to scuttle the merger with Hudson River, which would have created a much more formidable competitor.
"We seriously question their intent to make a reasonable offer," he said.
Richard D. Weiss, an analyst at Janney Montgomery Scott in Philadelphia, said Cohoes "can go back to being Cohoes," but it won't be easy. "There's going to be pressure. They can't adopt a bunker mentality," he said.
Before the deal with Hudson River was announced, Cohoes shares were trading around $9.75 a share.
In the days leading up to the shareholder vote, they went as high as $15.25. Mr. Weiss said that investors are keenly aware of the inflated price, which makes management's task that much more difficult.
"You can't let shares go to $11 when you have an offer of $16.50 out there," he said.
