Hudson River Bancorp in Hudson, N.Y., has put itself back in the race for Cohoes Bancorp.
In yet another twist in the months-long bidding war, Hudson River on Friday offered $158 million in cash, or $19.50 per share, for the Cohoes, N.Y., thrift company. In August, Cohoes shareholders narrowly rejected its offer of $11 offer in Hudson River stock.
The deal would create the largest thrift company in the Albany region, with about $1.9 billion of assets and 39 branches. Hudson River has $1.2 billion.
Hudson River executives expressed confidence that investors will accept the new offer, which works out to 1.25 times book value, versus 0.8 times book in its previous bid. We came up with a price that was full and fair, said Carl Florio, president and chief executive. From the Hudson River standpoint its not as sweet as the first deal, but its still very accretive to earnings and increases the franchises value.
But the companies which first announced plans to merge in April still must contend with Trustco Bank Corp. of Schenectady. Trustco has been trying to acquire both companies for months; it has offers on the table of $18 per share for Cohoes and $17 for Hudson River.
Cohoes and Hudson River have urged their shareholders to reject Trustcos offers, but the bid for Hudson River would provide its shareholders with a significant premium to the stocks midday Monday trading price of $12.875.
Observers said Trustcos offer for Hudson River may complicate matters. Though the Hudson River/Cohoes deal would not require approval from Hudson River shareholders, they can put pressure on the company to consider selling instead of buying.
Theres an offer for you at $18 a share, and youre trading at $13, which makes the offer to buy Cohoes a tough sell, said Jack Micenko, an analyst at Friedman Billings Ramsey & Co. in Arlington, Va. Cohoes shareholders are out of it. It now remains to be seen how Hudson River handles its shareholder base.
Cohoes has been marketing itself for sale since its original deal with Hudson River collapsed in August but has shown little interest in pairing with Trustco or another upstate rival, Ambanc Holding Co. in Amsterdam. Like Trustco, Ambanc had been pursuing Hudson River and Cohoes before it dropped out of the bidding last month.
Harry L. Robinson, Cohoes president and chief executive officer, has maintained for months that Trustco and Ambanc joined the fray only to scuttle the deal between Hudson River and Cohoes.
In agreeing to merge with Hudson River we went through a deliberate and thorough process and talked to some 12 banks, said Mr. Robinson, who would join Hudson Rivers board of directors. We got the best and highest offer from Hudson River.
The companies said they expect the sale to close in the second quarter the deal. It would be accounted for as a purchase and would produce cost savings of about 43%, primarily in operating expenses, including some job cuts and possibly branch closings, they said.
Cohoes will hold its annual shareholder meeting Thursday but will not vote on the Hudson River offer until January, at a special meeting.
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