Great Lakes Bancorp, Inc. and Bay View Capital Corporation to Merge
27 October 2005 - 8:02AM
PR Newswire (US)
BUFFALO, N.Y., Oct. 26 /PRNewswire/ -- Great Lakes Bancorp, Inc.,
parent of Greater Buffalo Savings Bank, and Bay View Capital
Corporation, a San Francisco-based financial services company
(NYSE:BVC) today announced their agreement to merge. Under terms of
the merger agreement, Great Lakes shareholders will receive 1.0873
shares of Bay View Capital Corporation common stock for each share
of Great Lakes common stock. Based on the most recent closing price
of Bay View common stock the transaction is valued at approximately
$67.1 million. Following the merger, the former shareholders of
Great Lakes will own approximately 40% of Bay View's then
outstanding common stock and Bay View will change its name to Great
Lakes Bancorp, Inc. Great Lakes's existing management will remain
intact and its present Board of Directors will be joined by three
of Bay View's directors, Robert Goldstein, John Rose and Charles
Cooper. Great Lakes President and Chief Executive Officer Andrew W.
Dorn Jr. said, "This merger will provide as much as $100 million of
additional capital to the Greater Buffalo Savings Bank which will
allow us to continue our aggressive development. We believe the
merger will also provide our shareholders with a measure of
liquidity and a stock which is listed on the New York Stock
Exchange with a greatly expanded and diversified shareholder base.
The merger will enhance our ability to grow both organically via
the continued expansion of our branch network as well as through
future merger and acquisition activity." Barry Snyder, Chairman of
the Great Lakes Board of Directors said, "We are thrilled to have
three bankers with the wealth of experience that Bob Goldstein,
John Rose and Charles Cooper will bring to our Board. They will be
active participants in developing and helping to execute our
on-going strategy to develop a strong, profitable, full service
community bank that can meet the financial needs of everyone in our
Western New York community." Great Lakes is the holding company for
Greater Buffalo Savings Bank which was founded in November 1999 and
as of September 30, 2005 reported assets of $771 million. The Bank
operates 9 full service branches and currently has 4 additional
branches under construction in Western New York. Bay View is a New
York Stock Exchange traded financial services company based in San
Mateo, California whose primary subsidiary at this time is Bay View
Acceptance Corporation, an indirect automobile finance company. Bay
View's principal subsidiary in 2001 was Bay View Bank, N.A. a
commercial bank with 57 offices throughout the Bay area and over $5
billion in assets. In the spring of 2001, Bay View's current
management team joined Bay View to resolve its troubled financial
condition. In the spring of 2002, the financial turnaround of Bay
View was substantially completed, and an exit strategy was
developed under which Bay View adopted a Plan of Dissolution and
Shareholder Liquidity. Shortly thereafter, Bay View began to sell
its assets, including Bay View Bank, in a series of transactions
and distributed the net proceeds to its shareholders. In late 2003,
Bay View amended its Plan to one of partial liquidation and decided
to continue to operate Bay View Acceptance Corporation and to seek
a financial institution with which to merge in order to maximize
shareholder value. Bay View also announced today that it was
currently engaged in negotiations to sell Bay View Acceptance
Corporation. Robert B. Goldstein, Chairman of Bay View said, "In
Great Lakes Bancorp, Inc. we have found a rapidly growing,
profitable community bank with tremendous growth potential in its
Western New York market place. The merger represents a fulfillment
of Bay View's strategy to exit its remaining business and merge
with a strong community bank. The merger will be tax-free to
stockholders who exchange their Great Lakes stock for Bay View's
common stock. We are confident that, with the infusion of the
capital that Bay View will provide and with our past experience in
helping grow and develop community banks that we can greatly
enhance future shareholder value." Mr. Goldstein further noted that
Bay View's net operating loss carry-forwards should remain
available after the merger. Over the past 40 years Mr. Goldstein
has been a catalyst in developing shareholder value at a number of
community banks in the northeast including Jeffbanks, Inc., Regent
Bancshares Corporation, Lafayette American Bank and National
Community Banks, Inc. In 2001, he joined Bay View as president and
chief executive officer. The transaction, which is subject to
shareholder and regulatory approvals, is expected to close in the
first quarter of 2006. Sandler O'Neill Partners, L.P. acted as an
independent financial advisor to the Board of Directors of Great
Lakes. Not a Proxy Statement This press release is not a proxy
statement or a solicitation of proxies from the holders of common
stock of Bay View Capital Corporation or Great Lakes Bancorp, Inc.
Any solicitation of proxies will be made only by the joint proxy
statement/prospectus of Bay View Capital Corporation and Great
Lakes Bancorp, Inc. that will be mailed to all stockholders
promptly after it is declared effective by the Securities and
Exchange Commission. Forward-looking Statements This press release
contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements
include, but are not limited to, statements concerning future
revenue and earnings, uncertainties and other factors that could
cause the actual results of the Company to differ materially from
the results expressed or implied by such statements, the likelihood
that the Company can utilize its net operating loss carry-forwards
and other factors disclosed in the Company's periodic reports filed
with the Securities and Exchange Commission. The Company assumes no
obligation to update the forward-looking information contained in
this release. As a family of dedicated professionals, Greater
Buffalo Savings Bank is committed to serving the financial needs of
our depositors and the communities in which they live. We will
provide a safe and profitable banking environment that fosters the
achievement of personal financial goals, homeownership and business
growth through our greatest resource, our employees. We will strive
to maximize shareholder value by providing the highest quality
customer service at all times. More information about Greater
Buffalo Savings Bank can be found on the Internet at
http://www.gbsb.com/ . DATASOURCE: Great Lakes Bancorp, Inc.
CONTACT: Tod Martin of The Martin Group, +1-716-853-2757, or Andrew
W. Dorn Jr. of Great Lakes Bancorp, Inc., +1-716-961-1920 Web site:
http://www.gbsb.com/
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