Community Financial System — Community Bank System — Merger or Acquisition (October 2019)

5 slides from Community Financial System's merger presentation, Oct 21, 2019

Slide 1: Acquisition of Steuben Trust Corporation
OCTOBER 2019 ACQUISITION OF STEUBEN TRUST CORPORATION
Slide 2: Forward-Looking Statement & Additional Information
2 Forward - Looking Statement & Additional Information This presentation contains certain “forward - looking statements” within the meaning of the Private Securities Litigation Reform A ct of 1995, including statements about Community Bank System’s long - term goals, financial condition, results of
Slide 3: Transaction Highlights
3 Transaction Highlights • Steuben Trust Corporation is a high quality banking franchise serving Western NY for over 117 years • 15 branch locations throughout Western New York • High performing and low risk franchise – 1.25% ROAA and 3.68% NIM (TTM 6/30/19) • Immediately accretive transaction – 8 t
Slide 4: Transaction Assumptions & Impact
4 Transaction Assumptions & Impact Merger Consideration ▪ Steuben shareholders will receive 0.8054 CBU shares, and $12.60 per share in cash ‒ Aggregate merger consideration of approximately $106.8 million ‒ 80% stock / 20% cash consideration mix Pricing Metrics ▪ P / EPS (LTM): 15.2x ▪ P / EPS (Q2 2
Slide 5: Summary
5 Summary x Increases CBU’s presence in Western New York - Enhances dedicated business development activities in Buffalo and Rochester, and provides quality scale in several additional markets x High quality, low risk franchise - Retention of local management team will preserve franchise value and i