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:
Oneida Financial Corp.
Deal Type:
Bank & Thrift Company
Agreement Date:
2/24/2015
Announcement Date:
2/24/2015
Announced Deal Value ($ M):
142.23
Status:
Completed
Completion Date:
12/4/2015
Announced Deal Value Per Share ($ )
19.99

Consideration Breakout
Cash ($M) 56.3
Common Stock ($M) 100.2
Common Stock Issued 2,780,000

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 146.6 160.8
Price / Tangible Book (%) 202.1 219.9
Price / Earnings (x) 27.4 43.6
Price / Deposits (%) 20.64 22.41
Price / Assets (%) 17.82 19.44
Tangible Book Premium/ Deposits (%) 11.61 13.41
Deal Terms
Description of Consideration

Community Bank System Inc. paid $20 per share in cash or exchanged 0.5635 shares of its common stock for each outstanding share of Oneida Financial Corp. subject to 60% of the consideration being paid in stock.

Accounting Method Acquisition
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? Partial Overlap
Goodwill Generated ($ 000) 100,250
Estimated Cost Savings (%) 16.00
Estimated Cost Savings ($ 000) 8,000
Est. Restructuring Charges ($ 000) 12,000
Maximum Termination Fee ($ 000) 4,930
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.563500
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) 2,570
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes RBC Capital Markets LLC
Seller Yes Keefe Bruyette & Woods Inc.
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Bond Schoeneck & King PLLC
Seller Yes Luse Gorman PC
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