The Seneca Falls Savings Bank, MHC & Seneca-Cayuga Bancorp, Inc. Jointly Announce Intention to Commence Second Step Conversion & Stock Offering in 2020
Posted On: 05/06/2020
SENECA FALLS, N.Y. –Seneca-Cayuga Bancorp, Inc. (OTC Pink: SCAY) (the “Company”), the holding company for Generations Bank (the “Bank”), together with the boards of directors (the “boards”) of The Seneca Falls Savings Bank, MHC (the “MHC”), the mutual holding company of the Bank and the 60.0% majority shareholder of the Company, and of the Bank, jointly announced today that the MHC, the Company and the Bank expect to implement a second step stock conversion in which the MHC would sell its majority ownership in the Company in a “second-step” stock offering. Simultaneously, the Company, which is currently in the mutual holding company structure, would reorganize to a fully public stock holding company.
As part of the conversion and reorganization, the Bank would become a wholly owned subsidiary of a new holding company. Shares of common stock of the Company held by persons other than the MHC (whose shares would be cancelled) would be converted into shares of common stock of the new holding company pursuant to an exchange ratio generally intended to preserve the percentage ownership interests of such persons.
President and CEO Menzo D. Case commented, “Generations Bank, Seneca-Cayuga Bancorp and their MHC are excited to jointly announce this important step for our organization. We feel that a second step transaction is the best way to serve the interests of our stockholders, customers and community in today’s challenging banking environment.”
Bradford M. Jones, the Chairman of the Board of the Company and the Bank, added that "this transaction represents the culmination of a long strategic planning effort as to how to best provide cutting edge banking products and services to our community members. Our bankers have worked long hours throughout the pandemic to provide much needed financial services in the Finger Lakes area and this transaction is yet another aspect of that effort."
The second step transaction will be subject to the approval of the Company’s stockholders (including approval by a majority of the shares held by persons other than the MHC), the voting members of the MHC (depositors of the Bank), the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency.
Forward-Looking Statements
Certain statements contained herein are “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. Such forward looking statements may be identified by reference to a future period or periods, or by the use of forward looking terminology, such as “intend,” “may,” “will,” “believe,” “expect,” “estimate,” “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of those terms. Forward looking statements are subject to numerous risks and uncertainties, including, but not limited to: the failure to obtain the approval of the Board of Governors of the Federal Reserve or the Office of the Comptroller of the Currency for the proposed conversion and related stock offering, delays in obtaining such approvals, or adverse conditions imposed in connection with such approvals; adverse economic conditions related to the corona virus pandemic; those related to the real estate and economic environment, particularly in the market areas in which the Company operates; fiscal and monetary policies of the U.S. Government; changes in government regulations affecting financial institutions, including regulatory compliance costs and capital requirements; changes in prevailing interest rates; credit risk management; and asset-liability management.
The MHC, the Company and the Bank wish to caution readers not to place undue reliance on any such forward looking statements, which speak only as of the date made. The MHC, Company and the Bank wish to advise readers that the factors listed above could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake and specifically declines any obligation to publicly release the results of any revisions, which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
About Generations
For 150 years, Generations has partnered with businesses, municipalities and residents across the Finger Lakes Region and Western New York to offer banking, insurance, and investment services. Founded in 1870 and headquartered in Seneca Falls, Generations serves the community from 10 retail locations in Seneca Falls, Auburn, Union Springs, Waterloo, Geneva, Phelps, Farmington, Albion and Medina.
In addition to traditional business and consumer deposit services, Generations focuses on residential mortgages, as well as manufactured home, automobile, home equity, commercial, non-residential real estate and construction loans. The organization also serves the broader needs of the Finger Lakes area and Western New York through its insurance business, Generations Agency and financial planning and brokerage services offered by Generations Investment Services. For more information, visit MyGenBank.com
Bank Member FDIC.