Deal values, assets, and deposits are as of the Announcement Date. Deals announced from 1996 to present.

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Deal Overview

Buyer:
Community Bank System, Inc.
Actual Acquirer:
Community Bank System, Inc.
Target:
Wilber Corporation
Deal Type:
Bank & Thrift Company
Agreement Date:
10/22/2010
Announcement Date:
10/25/2010
Announced Deal Value ($ M):
101.83
Status:
Completed
Completion Date:
4/8/2011
Announced Deal Value Per Share ($ )
9.50

Consideration Breakout
Cash ($M) 20.4
Common Stock ($M) 83.0
Common Stock Issued 3,353,000

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 132.1 138.4
Price / Tangible Book (%) 140.5 147.5
Price / Earnings (x) 13.4 16.4
Price / Deposits (%) 13.08 14.43
Price / Assets (%) 10.96 11.89
Tangible Book Premium/ Deposits (%) 4.59 5.44
Deal Terms
Description of Consideration

Community Bank System Inc. paid $9.50 per share in cash or issued 0.3910 shares of common stock for each outstanding share of Wilber Corp., subject to 20% being paid in cash. The exchange ratio is derived after the adjustment made based on the buyer's closing price, with a $25.35-$19.71 cap/floor.

Accounting Method Acquisition
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? In Market
Goodwill Generated ($ 000) 48,953
Estimated Cost Savings (%) 19.00
Estimated Cost Savings ($ 000) 5,100
Est. Restructuring Charges ($ 000) 7,700
Maximum Termination Fee ($ 000) 4,000
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.391000
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 4,015
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Janney Montgomery Scott LLC
Seller Yes Sandler O'Neill & Partners LP
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Bond Schoeneck & King PLLC
Seller Yes Hinman Howard & Kattell LLP
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