Exhibit No. 99.1
[LOGO]
News Release
COMMUNITY BANK SYSTEM, INC.
5790 Widewaters Parkway, DeWitt, N.Y. 13214 For further information, please
contact: Scott A. Kingsley,
EVP & Chief Financial Officer,
Community Bank System, Inc.
Office: (315) 445-3121
Fax: (315) 445-7347
or
Jerry W. Zehr,
President and CEO
ONB Corporation
Office: (315) 462-2511
Fax: (315) 462-2058
COMMUNITY BANK SYSTEM TO ACQUIRE ONTARIO NATIONAL BANK
$95 MILLION-ASSET BANK TO STRENGTHEN CBU'S FINGER LAKES FOOTPRINT
Syracuse, N.Y. - August 3, 2006 - Community Bank System, Inc. (NYSE: CBU)
has entered into an agreement to acquire ONB Corporation, the parent of Ontario
National Bank, headquartered in Clifton Springs, N.Y., in an all-cash
transaction valued at $210 per share, or approximately $15.7 million in the
aggregate. This acquisition, which is subject to regulatory approval and vote of
ONB Corporation shareholders, is expected to close during the fourth quarter of
2006 and be immediately accretive to earnings.
As of June 30, 2006, Ontario National Bank held $95 million in assets, $83
million in deposits and $60 million in loans. It currently operates four
branches, including three in the Ontario County villages of Clifton Springs (2)
and Phelps, and one in the Wayne County village of Palmyra, in addition to 11
ATMs located throughout the two-county region. All branches will be re-branded
as Community Bank, N.A facilities, the operating name of CBU's banking
subsidiary within New York State.
"This is an excellent opportunity for us to strengthen our position within
the Northern Finger Lakes region," said Mark Tryniski, Community Bank System's
President and Chief Executive Officer. "While we already have a strong presence
within both of these counties, this transaction allows us to nearly double our
market share within a region that has been particularly productive for us over
the past couple of years from a loan-generation perspective. We not only see
this as an attractive region economically and demographically, but we are
equally pleased to be gaining a group of customers who have not previously had
access to the breadth of banking and financial services products we offer."
Jerry Zehr, Ontario National Bank's President and Chief Executive Officer,
remarked, "Our entire Board of Directors is particularly pleased to have found
such an ideal merger partner as Community Bank System for our company. This
organization has a tremendous track record of growth and success, and a
wonderful set of community-based values. We are very happy to be able to place
this organization in such capable hands. The Board expects Community Bank, N.A.
will be a great fit and provide sustainable benefits for our customers, our
employees and the communities we serve."
Janney Montgomery Scott LLC served as financial advisor to Community Bank
System, Inc.; Sandler O'Neill + Partners, L.P. served as exclusive financial
advisor and provided a fairness opinion to ONB Corporation in connection with
the transaction. Legal counsel for ONB Corporation is Harter Secrest & Emery LLP
and for Community Bank System, Inc. is Bond, Schoeneck & King, PLLC.
Community Bank System, Inc. (NYSE: CBU) is a registered bank holding
company based in DeWitt, N.Y. CBU's wholly-owned banking subsidiary has $4.1
billion in assets and approximately 130 customer facilities across Upstate New
York, where it operates as Community Bank, N.A., and Northeastern Pennsylvania,
where it operates as First Liberty Bank & Trust. For further information please
visit our websites at: www.communitybankna.com or www.firstlibertybank.com.
This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995.
The following factors, among others, could cause the actual results of CBU's
operations to differ materially from CBU's expectations: the successful
integration of operations of its acquisitions; competition; changes in economic
conditions, interest rates and financial markets; and changes in legislation or
regulatory requirements. CBU does not assume any duty to update forward-looking
statements.
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