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

5 slides from Community Financial System's merger presentation, Jan 22, 2019

Slide 1: January 2019 Acquisition of Kinderhook Bank Corp.
JANUARY 2019 ACQUISITION OF KINDERHOOK BANK CORP.
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 Act of 1995, including statements about Community Bank System’s long-term goals, financial condition, results of operati
Slide 3: Transaction Highlights
3 Transaction Highlights •Kinderhook Bank Corp. is a high quality, low risk partner •11 banking locations, contiguous with CBU’s current footprint •Additive demographically to CBU’s existing franchise •Immediately accretive transaction – 7 to 8 cents GAAP EPS; 9 to 10 cents cash EPS • Productive use
Slide 4: Transaction Assumptions & Impact
4 Transaction Assumptions & Impact Merger Consideration „XKinderhook shareholders will receive $62.00 per share of common stock in cash or approximately $93.4 million in aggregate. Full conversion of convertible preferred shares is assumed. Pricing Metrics „XP / 2018E EPS: 10.5x with fully phased-in
Slide 5: Summary
5 Summary Natural market expansion into the attractive markets of the Capital District of New York State High quality, low risk franchise Appropriately priced transaction with compelling financial metrics .Transaction productively utilizes a portion of CBU’s strong and growing capital position Highl