Provident Bancorp, Inc.
File No. 333-108797
FOR IMMEDIATE RELEASE
Contact: Roberta Lenett Paul A. Maisch Steven G. Dormer
Provident Bancorp, Inc. Provident Bancorp, Inc. Provident Bancorp, Inc.
(845) 369-8082 (845) 369-8040 (845) 369-8040
PROVIDENT BANCORP, INC. ANNOUNCES
FILING OF REGISTRATION STATEMENTS
Montebello, New York - (September 15, 2003) Provident Bancorp, Inc. (the
"Company"), the proposed Delaware stock holding company of Provident Bank,
located in Montebello, New York, has filed registration statements with the
Securities and Exchange Commission (the "SEC") in connection with (i) the
proposed mutual-to-stock conversion of Provident Bancorp, MHC and (ii) the
proposed acquisition of E.N.B. Holding Company, Inc. and its subsidiary bank,
Ellenville National Bank, both located in Ellenville, New York.
At the conclusion of the conversion, shares of common stock held by the public
stockholders of Provident Bancorp, Inc. (Nasdaq: PBCP) will be exchanged for
shares of the Company at an exchange ratio estimated to be between 2.5985 and
3.5156 (subject to a 15% increase to 4.0430) and reflects a midpoint exchange
ratio estimated to be 3.0571. In addition, the Company will offer between
11,475,000 and 15,525,000 shares of common stock (subject to a 15% increase to
17,853,750 shares) at a purchase price of $10.00 per share. In addition to
shares issued in the offering, the Company will issue 400,000 shares of common
stock and contribute $1.0 million in cash to a charitable foundation to be
established as part of the conversion. The number of shares to be issued in the
stock offering and issued to public stockholders as exchange shares is based on
an independent appraisal of the market value of Provident Bancorp, Inc. At
August 29, 2003, the independent appraisal reflected a valuation range of
between $247.4 million and $320.4 million, with a midpoint of $283.9 million.
The offering and exchange ratio ranges could change as a result of regulatory
review or due to updates to the independent appraisal, reflecting, among other
things, changes in market conditions before or during the offering.
Subscription rights to purchase shares of the Company's common stock have been
granted, in priority order, to Provident Bank's depositors with $50 or more on
deposit at June 30, 2002; Provident Bank's employee benefit plans; Provident
Bank's depositors with $50 or more on deposit at September 30, 2003; and to
Provident Bank's depositors as of a later date (yet to be determined) and
borrowers of Provident Bank as of January 7, 1999 whose borrowings remained
outstanding at that later date. Shares unsold in the subscription offering may
be offered for sale to the general public in a "community offering," with a
preference given first to persons residing in the New York counties of Rockland
and Orange, then to Provident Bancorp, Inc.'s public stockholders and then to
depositors of Ellenville National Bank. The maximum number of shares that any
individual can order is 40,000 shares, and 80,000 shares when aggregated with
affiliates and other purchasers acting in concert.
If the Company does not receive orders for at least 11,475,000 shares in the
stock offering, then at the Company's discretion, up to 3,677,320 of the
unsubscribed shares may be distributed as merger consideration to stockholders
of E.N.B Holding Company, Inc. in order to issue the minimum number of shares
necessary to complete the offering. The aggregate merger consideration to be
paid to stockholders of E.N.B. Holding Company is expected to be $73.5 million,
comprised of 50% cash and 50% shares of Provident Bancorp, Inc. common stock
(3,677,320 shares valued at $10.00 per share). The acquisition of E.N.B. Holding
Company is not contingent on the completion of the conversion; however, the
conversion and acquisition are expected to be completed simultaneously in
January 2004. In the event the Company sells more than $181.3 million of shares
of common stock in the stock offering (excluding shares issued to the charitable
foundation and excluding exchange shares), the number of shares to be issued to
stockholders of E.N.B. Holding Company will be increased so that stockholders of
E.N.B. Holding Company would have the same percentage ownership in the Company
following the conversion and merger as they would if the Company had sold $181.3
million of shares of common stock in the offering.
The offering is expected to commence in November 2003 and will be managed by
Ryan Beck & Co., Inc. on a best efforts basis.
Provident Bancorp, Inc. is the parent of Provident Bank, a full-service,
community-bank that provides financial services to individuals, families and
businesses through 18 branch offices and 25 ATMs throughout Rockland and Orange
Counties, New York. Provident Municipal Bank, a commercial bank subsidiary of
Provident Bank, provides banking services to towns and government agencies in
its market area. At June 30, 2003, Provident Bancorp, Inc. had consolidated
assets of $1.1 billion, deposits of $857.5 million and stockholders' equity of
$115.7 million. E.N.B. Holding Company, Inc. is a New York corporation that owns
all of the outstanding common stock of Ellenville National Bank. Ellenville
National Bank conducts its business through nine branch offices and ten ATMs
located in the New York Counties of Orange, Sullivan and Ulster. As of June 30,
2003, E.N.B. Holding Company, Inc. had consolidated assets of $341.7 million,
deposits of $307.7 million, and stockholders' equity of $29.9 million.
Registration statements relating to the common stock of Provident Bancorp, Inc.
have been filed with the Securities and Exchange Commission, but have not yet
become effective. This release is neither an offer to sell nor a solicitation of
an offer to buy common stock. The offer is made only by the Prospectus. The
shares of common stock are not savings accounts or savings deposits, may lose
value and are not insured by the Federal Deposit Insurance Corporation or any
other government agency.
Investors are able to obtain the registration statements free of charge at the
SEC's web site (www.sec.gov). In addition, documents filed with the SEC by
Provident Bancorp, Inc. will be available free of charge from the Investor
Relations Department at Provident Bancorp, Inc., 400 Rella Boulevard,
Montebello, New York 10901. Investors are urged to read these documents because
they contain important information.
Provident Bancorp, Inc. and its directors and executive officers may be deemed
to be "participants" in Provident Bancorp, Inc.'s solicitation of proxies in
connection with the proposed acquisition. Information regarding the
participants, including their holdings of Provident Bancorp, Inc.'s stock, is
contained in the Company's registration statements filed with the SEC on
September 15, 2003.
This news release contains certain forward-looking statements about the proposed
conversion and the acquisition of E.N.B. Holding Company, Inc. These include
statements regarding the anticipated commencement date of the offering, the
aggregate merger consideration and the anticipated consummation date of the
transactions.
Forward-looking statements can be identified by the fact that they do not relate
strictly to historical or current facts. They often include words like
"believe," "expect," "anticipate," "estimate" and "intend" or future or
conditional verbs such as "will," "would," "should," "could" or "may." Certain
factors that could cause actual results to differ materially from expected
results include delays in completing the merger, difficulties in achieving cost
savings or in achieving such savings within the expected time frame,
difficulties in integrating Provident Bancorp, Inc. and E.N.B. Holding Company,
Inc., increased competitive pressures, changes in the interest rate environment,
changes in general economic conditions, legislative and regulatory changes that
adversely affect the businesses in which Provident Bancorp, Inc. and E.N.B.
Holding Company, Inc. are engaged and changes in the securities markets.