Exhibit 99.2
FIRST NIAGARA FINANCIAL GROUP, INC. AND TROY FINANCIAL CORPORATION RECEIVE
REGULATORY AND SHAREHOLDER APPROVALS AND ANNOUNCE PRELIMINARY ELECTION RESULTS
Lockport, N.Y. and Troy, N.Y. - December 18, 2003 - First Niagara Financial
Group, Inc. (NASDAQ: FNFG) and Troy Financial Corporation (NASDAQ: TRYF)
announced today that they have received Troy Financial Corporation shareholder
and all bank regulatory approvals to proceed with their merger. Under terms of
the merger agreement dated August 10, 2003, First Niagara agreed to pay $35.50
per share for all of the outstanding shares of Troy Financial Corporation in the
form of cash or First Niagara common stock or a combination of cash and shares
of First Niagara common stock, provided that in the aggregate, the consideration
paid is 43% cash and 57% common stock.
In accordance with the terms of the merger agreement and based upon the
preliminary election results, Troy Financial Corporation stockholders who made
an all stock election, did not make an election or indicated "No Preference"
will receive 2.34323 shares of First Niagara common stock for each of their
shares of Troy Financial Corporation common stock. Additionally, Troy Financial
Corporation stockholders who elected to receive a combination of cash and shares
of First Niagara common stock will receive $15.26500 in cash and 1.33564 shares
of First Niagara common stock for each of their shares. Since Troy shareholders
elected to receive more than 43% of the merger consideration in cash,
shareholders who made an all cash election will receive a combination of
$27.9720 in cash and 0.49690 shares of First Niagara common stock for each of
their shares. The all cash election exchange ratio is preliminary and subject to
adjustment. The final all cash election exchange ratio, which is not expected to
differ significantly from those reported above, will not be available until
after the effective date of the merger.
"With all of the required bank approvals now in place, and our integration teams
hard at work, we are on course to complete our acquisition of Troy in January
2004 as originally announced," stated First Niagara Financial Group, Inc.
President and CEO Paul J. Kolkmeyer. "We look forward to continuing the
extraordinary level of service that Troy customers have come to expect and
creating further value for new and existing First Niagara shareholders. We thank
everyone for their support and continued confidence in First Niagara."
Commenting on the vote, Daniel J. Hogarty, Jr. Chairman, President and CEO of
Troy Financial stated, "I am pleased the Troy shareholders voted overwhelmingly
to approve the merger with First Niagara Financial Group, Inc. The purchase
price represents excellent value for Troy's shareholders. Troy and First Niagara
have long and proud histories as community banks and this combination represents
a new era for Troy's communities."
First Niagara Financial Group, Inc., through its wholly owned subsidiary First
Niagara Bank, has assets of $3.5 billion and deposits of $2.3 billion. First
Niagara Bank is a full-service, community-oriented bank that provides financial
services to individuals, families and businesses through 47 banking centers, a
loan production office, several financial services subsidiaries, and 70 ATMs
throughout upstate New York. On August 11, 2003 the Company announced its
intentions to acquire Troy Financial Corporation a $1.4 billion asset bank. Troy
Financial Corporation, headquartered in Troy, New York, is the holding company
for The Troy Savings Bank and The Troy Commercial Bank. Founded in 1823, The
Troy Savings Bank is the oldest state chartered savings bank in New York State.
Troy Financial is a full-service financial services company and The Troy Savings
Bank is one of the leading community banks in New York's Capital Region with
twenty-one branch offices.
Forward-Looking Statements - This press release contains forward-looking
statements with respect to the financial condition and results of operations of
First Niagara Financial Group, Inc. including, without limitations, statements
relating to the earnings outlook of the Company. These forward-looking
statements involve certain risks and uncertainties. Factors that may cause
actual results to differ materially from those contemplated by such
forward-looking statements, include among others, the following possibilities:
(1) changes in the interest rate environment; (2) competitive pressure among
financial services companies; (3) general economic conditions including an
increase in non-performing loans that could result from an economic downturn;
(4) changes in legislation or regulatory requirements; (5) difficulties in
continuing to improve operating efficiencies; (6) difficulties in the
integration of acquired businesses; and (7) increased risk associated with an
increase in commercial real-estate and business loans and non-performing loans.
First Niagara Financial Group, Inc.
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Paul J. Kolkmeyer..................... President and Chief Executive Officer
Christopher J. Thome.................. Reporting and Investor Relations Manager
(716) 625-7645
chris.thome@fnfg.com
Leslie G. Garrity..................... Public Relations and Corporate
Communications Manager
(716) 625-7528
leslie.garrity@fnfg.com
Troy Financial Corporation
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Daniel J. Hogarty, Jr................. Chairman, President and Chief Executive
Officer
David J. DeLuca....................... Senior Vice President and Chief
Financial Officer
(518) 270-3206
ddeluca@troysavingsbank.com