Merrill Merchants Bancshares, Inc. Shareholders Approve Merger With Chittenden Corporation
10 May 2007 - 1:22AM
PR Newswire (US)
BURLINGTON, Vt., May 9 /PRNewswire-FirstCall/ -- Chittenden
Corporation (NYSE:CHZ) and Merrill Merchants Bancshares, Inc.
(NASDAQ:MERB) announced today that the shareholders of Merrill
Merchants voted to adopt the Agreement and Plan of Merger between
Chittenden and Merrill Merchants at Merrill Merchants' special
meeting of shareholders on May 8, 2007. The number of shares of
Merrill Merchants common stock voting to adopt the merger agreement
represented approximately 77 percent of the total number of shares
outstanding and entitled to vote. The proposed merger is expected
to close on May 31, 2007, pending the satisfaction or waiver of all
of the conditions set forth in the merger agreement, including the
receipt of all required regulatory approvals. Forward-Looking
Statements This press release contains statements that may be
considered forward- looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward- looking statements
are intended to be covered by the safe harbor provisions for
forward- looking statements contained in the Private Securities
Litigation Reform Act of 1995, and this statement is included for
purposes of complying with these safe harbor provisions. These
forward-looking statements are based on current plans and
expectations, which are subject to a number of risk factors and
uncertainties that could cause future results to differ materially
from historical performance or future expectations. These
differences may be the result of various factors, including, among
others: (1) failure of the parties to satisfy the closing
conditions in the merger agreement in a timely manner or at all;
(2) failure to obtain governmental approvals of the merger, or
imposition of adverse regulatory conditions in connection with such
approvals; (3) disruptions to the parties' businesses as a result
of the announcement and pendency of the merger; (4) costs or
difficulties related to the integration of the businesses following
the merger; (5) changes in general, national or regional economic
conditions; (6) changes in loan default and charge-off rates; (7)
reductions in deposit levels necessitating increased borrowings to
fund loans and investments; (8) changes in interest rates; (9)
changes in levels of income and expense in noninterest income and
expense related activities; and (10) competition. For further
information on these risk factors and uncertainties, please see
Chittenden's filings with the Securities and Exchange Commission,
including Chittenden's Annual Report on Form 10-K for the year
ended December 31, 2006. Chittenden and Merrill Merchants undertake
no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
other changes. Additional Information About this Transaction In
connection with the proposed merger of Merrill Merchants with and
into Chittenden, Chittenden has filed a registration statement on
Form S-4 with the Securities and Exchange Commission containing a
proxy statement/prospectus dated March 27, 2007, which has been
mailed to Merrill Merchants shareholders. Investors are urged to
read these materials, and any other documents filed by Chittenden
or Merrill Merchants with the SEC, because they contain or will
contain important information about Chittenden, Merrill Merchants
and the merger. The proxy statement/prospectus and other relevant
materials, and any other documents filed by Chittenden or Merrill
Merchants with the SEC, may be obtained free of charge at the SEC's
website at http://www.sec.gov/. In addition, investors may obtain
free copies of these documents by directing a written request to
Chittenden Corporation, 2 Burlington Square, Burlington, Vermont
05402-0820, Attention: General Counsel. This communication shall
not constitute an offer to sell or the solicitation of an offer to
sell or the solicitation of an offer to buy any securities.
Chittenden is a bank holding company headquartered in Burlington,
Vermont. Through its subsidiary banks(1), the Company offers a
broad range of financial products and services to customers
throughout Northern New England, Massachusetts and Connecticut,
including deposit accounts and services; commercial and consumer
loans; insurance; and investment and trust services to businesses,
individuals, and the public sector. Chittenden Corporation's news
releases, including earnings announcements, are available on the
Company's website. (1) Chittenden's subsidiaries are Chittenden
Trust Company, The Bank of Western Massachusetts, Flagship Bank and
Trust Company, Maine Bank & Trust Company, and Ocean National
Bank. Chittenden Trust Company also operates under the names
Chittenden Bank, Chittenden Services Group, Chittenden Mortgage
Services, and it owns Chittenden Insurance Group, LLC, Chittenden
Securities, LLC and Chittenden Commercial Finance. DATASOURCE:
Chittenden Corporation CONTACT: Kirk W. Walters of Chittenden
Corporation, +1-802-660-1561; or Edwin N. Clift or Deborah Jordan
of Merrill Merchants Bancshares, Inc., +1-207-942-4800 Web site:
http://www.chittendencorp.com/ Company News On-Call:
http://www.prnewswire.com/comp/124292.html
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