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:
Merchants Bancshares, Inc.
Deal Type:
Bank & Thrift Company
Agreement Date:
10/22/2016
Announcement Date:
10/24/2016
Announced Deal Value ($ M):
304.82
Status:
Completed
Completion Date:
5/12/2017
Announced Deal Value Per Share ($ )
44.02

Consideration Breakout
Cash ($M) 82.6
Common Stock ($M) 259.8
Common Stock Issued 4,683,935

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 183.5 208.5
Price / Tangible Book (%) 193.6 219.8
Price / Earnings (x) 21.4 22.9
Price / Deposits (%) 20.27 22.80
Price / Assets (%) 15.28 17.04
Tangible Book Premium/ Deposits (%) NA NA
Deal Terms
Description of Consideration

Community Bank System Inc. paid $40.00 in cash or issued 0.963 shares of its common stock for each outstanding share of Merchants Bancshares Inc., subject to 70% of the consideration is paid in stock. Community Bank System Inc. has also assumed outstanding fixed and floating rate Junior Subordinated Debentures of Merchants Bancshares Inc.

Accounting Method Acquisition
In-State Transaction? No
Merger of Equals? No
Geographic Expansion? Market Expansion
Goodwill Generated ($ 000) 191,903
Estimated Cost Savings (%) 22.70
Estimated Cost Savings ($ 000) 10,600
Est. Restructuring Charges ($ 000) 25,000
Maximum Termination Fee ($ 000) 10,720
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.963000
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) 23,214
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes RBC Capital Markets LLC
Seller Yes Piper Jaffray & Co.
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Cadwalader Wickersham & Taft
Seller Yes Goodwin Procter LLP
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