Exhibit 99.1
FOR IMMEDIATE RELEASE
CONTACT: Richard F. Bennett
President and Chief Executive Officer
(315) 287-2600
GOUVERNEUR BANCORP, INC. ANNOUNCES
PLAN TO TERMINATE REGISTRATION OF ITS COMMON STOCK
GOUVERNEUR, NEW YORK, June 30, 2008 -- Gouverneur Bancorp, Inc. (AMEX:
GOV) (the "Company"), the holding company for Gouverneur Savings and Loan
Association (the "Bank"), today announced that its Board of Directors has
approved a 1-for-100 reverse stock split that will allow the Company to
terminate the registration of its common stock with the Securities and Exchange
Commission and result in the delisting of the Company's shares on the American
Stock Exchange. The reverse stock split, which will be effected at the record
shareholder level, will be immediately followed by a 100-for-1 forward stock
split so that shareholders holding 100 or more shares will not be affected by
the transaction. In connection with the reverse and forward stock splits, the
Company intends to file certificates of amendment to its Charter, and the
effective times for the reverse and forward stock splits will be the effective
times of such certificates of amendment.
Under the terms of the proposed transaction, each 100 shares of the
Company's common stock will be converted into one share of common stock.
Shareholders of record owning fewer than 100 shares of the Company's common
stock will be entitled to receive, in lieu of fractional shares, $10.00 in cash
for each pre-reverse stock split share held at the effective time of the reverse
stock split. Keller & Company, Inc. has provided the Company's Board of
Directors with a fairness opinion dated June 25, 2008 that the $10.00 cash
consideration for each pre-reverse stock split share is fair from a financial
point of view to shareholders of the Company. The closing price of the Company's
common stock on June 27, 2008, the last trading day prior to the announcement of
the proposed transaction, was $8.06.
The proposed transaction is anticipated to reduce the number of Company
shareholders of record to fewer than 300, which will allow the Company to
deregister its common stock and suspend its reporting obligations under the
federal securities laws. In addition, the common stock of the Company will be
de-listed from the American Stock Exchange, although the Company anticipates
that its common stock will be quoted on the OTC Bulletin Board or in the pink
sheets, to the extent market makers continue to make a market in its shares.
Commenting on the proposed transaction, Richard F. Bennett, President and Chief
Executive Officer of the Company, said "It is becoming increasingly expensive to
be an SEC reporting company. Following careful consideration of the advantages
and disadvantages of being a reporting company and the high costs and demands on
management time arising from compliance with the many Securities and Exchange
Commission and Sarbanes-Oxley Act requirements, we believe deregistration will
be a significant benefit to the Company by reducing expenses and permitting
management to devote its full time and efforts to operating the Bank."
The split transaction is being effected at the record shareholder
level. This means that the Company will look at the number of shares registered
in the name of a single holder to determine if that holder's shares will be
cashed out. Because it is likely that any nominee (including nominees in whose
name brokers or banks hold their customers' shares) will hold more than 100
shares in the aggregate, it is expected that all "street name" holders will
remain continuing shareholders. Shareholders who hold their shares in street
name should talk to their broker to determine how the split transaction will
affect them.
The proposed split transaction is subject to a regulatory notice filing
as well as the approval of the Company's shareholders. Shareholders will be
asked to approve the split transaction at a special meeting of shareholders,
currently expected to be held in September 2008. Subject to regulatory clearance
of the Company's filings relating to the split transaction and subject to
shareholder approval, it is anticipated that the proposed transaction will
become effective during the third or fourth quarter of the 2008 calendar year,
at which time the Company will terminate the registration of its common stock
with the Securities and Exchange Commission and de-list its common stock from
the American Stock Exchange.
About the Company
The Company, which is headquartered in Gouverneur, New York, is the
holding company for Gouverneur Savings and Loan Association. Founded in 1892,
the Bank is a federally chartered savings and loan association offering a
variety of banking products and services to individuals and businesses in its
primary market area in southern St. Lawrence and northern Lewis and Jefferson
Counties in New York State.
Additional Information and Where to Find It
This press release is only a description of the proposed transaction
and is not an offer to acquire or issue any shares of common stock. In
connection with the proposed transaction, the Company intends to file a
preliminary proxy statement and Schedule 13E-3 with the Securities and Exchange
Commission outlining the transaction and containing other important information.
We advise all shareholders to read the definitive proxy statement when it is
available. Shareholders may obtain a free copy of the definitive proxy statement
and Schedule 13E-3, subsequent to filing, at the SEC's web site at www.sec.gov.
The Company will also mail a copy of the definitive proxy statement prior to the
special meeting to its shareholders entitled to vote at the meeting. The
definitive proxy statement and other relevant documents will also be available,
free of charge, from the Company by directing such request to Gouverneur
Bancorp, Inc., Attention: Corporate Secretary, 42 Church Street, Gouverneur, New
York 13642, telephone number (315) 287-2600. Shareholders are urged to read the
proxy statement and other relevant material when they become available before
making any voting decisions with respect to the transaction.
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The Company and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the stockholders of the
Company in connection with the transaction. Information about the Company and
its directors and executive officers, and their ownership of the Company's
common stock, is set forth in the proxy statement for the Company's Annual
Meeting of Stockholders, which was filed with the SEC on January 10, 2008.
Additional information regarding the interests of those persons may be obtained
by reading the proxy statement when it becomes available.
Forward-Looking Statements
This news release contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on the beliefs and expectations of management as well as
the assumptions made using information currently available to management. They
often include words like "believe," "expect," "anticipate," "estimate," and
"intend" or future or conditional verbs such as "will," "would," "should,"
"could" or "may." Since these statements reflect the views of management
concerning future events, these statements involve risks, uncertainties and
assumptions. These risks and uncertainties include, among others, the Company's
ability to obtain regulatory and shareholder approval, an increase in costs for
the split transaction, the effectiveness of the split transaction in reducing
the number of record holders below 300, the Company's ability to complete the
going private transaction in a timely manner or at all, and other factors that
may be described in the Company's Schedule 13E-3 filed with the Securities and
Exchange Commission, which is available at the Securities and Exchange
Commission's Web site (www.sec.gov) and to which reference is hereby made.
Therefore, actual future results may differ significantly from results discussed
in the forward-looking statements.
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