Although this is a dividend-based portfolio this is our fourth takeover of the year for a 20% takeover rate so far. If you aren't using this strategy, you do not like money.

Community Bank System, Inc. (“Community Bank System”) (NYSE: CBU) and Elmira Savings Bank (NASDAQ-CM: ESBK) today announced that they have entered into a definitive agreement pursuant to which Community Bank System’s bank subsidiary, Community Bank, N.A., will acquire Elmira Savings Bank (“Elmira”), in an all cash transaction representing total consideration valued at approximately $82.8 million. Under the terms of the agreement, shareholders of Elmira will receive $23.10 in cash for each share of common stock they own. The transaction has been unanimously approved by the boards of directors of both companies.

This transaction will provide natural market enhancement and extension for both institutions, joining two high-quality, low-risk banks with long histories of personalized customer service and commitment to their communities. Elmira provides Community Bank, N.A. with improved presence in several Central New York and Southern Tier markets, including Elmira, Corning, and Ithaca, with total assets of $648.7 million, deposits of $551.2 million, net loans of $465.3 million, and 12 branch offices across a five county area.

“Our acquisition of Elmira Savings Bank will enhance and extend our banking footprint in the Finger Lakes Region, across markets which we successfully compete in and aspire to continue to grow our business,” said Mark E. Tryniski, President and Chief Executive Officer of Community Bank System. “This combination will establish a broader and deeper community banking presence in Central New York and the Southern Tier and will further enhance our ability to serve these markets. For over 150 years, Elmira Savings Bank has been engaged and committed to its customers, communities, and shareholders, values which align closely with those of Community Bank. Equally important, our institutions have similar organizational values and cultures that respect and value the people that contribute to our success. We are delighted to welcome the Elmira Savings Bank team to the Community Bank organization and look forward to the future of the combined company.”

“We are pleased to announce that we have entered into a merger agreement with Community Bank System, which is a financially strong and effectively managed bank. Our shareholders, customers and employees will all benefit from this merger,” said Thomas M. Carr, President and Chief Executive Officer of Elmira. “Our customers will continue to receive the highly personalized service they expect, while having access to a greatly expanded set of products and services available from the larger combined organization with an extensive branch network and a robust digital and mobile banking presence. We are pleased to be able to enhance our service capacity in all of our current communities. Our employees benefit by becoming part of an organization which also values their commitment and contribution to the Company’s growth and profitability and which offers additional opportunities for professional growth and advancement. We view our combination with Community Bank as a win for all of our stakeholders, and we look forward to working closely with their team to complete the combination.”

Upon completion of the transaction, the combined company is expected to have over $15.4 billion in assets. Community Bank System expects the transaction to be approximately $0.08 per share accretive to its 2022 GAAP earnings and $0.09 per share accretive to cash earnings, excluding one-time transaction costs, and expects the transaction to be approximately $0.15 per share accretive to its 2023 GAAP earnings and $0.16 per share accretive to cash earnings, excluding one-time transaction costs.

The merger is expected to close in the first quarter of 2022 and is subject to customary closing conditions, including approval by the shareholders of Elmira and required regulatory approvals.

Stephens Inc. is acting as exclusive financial advisor to Community Bank System and Squire Patton Boggs (US) LLP is acting as its legal advisor. Boenning & Scattergood, Inc. is acting as exclusive financial advisor to Elmira and Vorys, Sater, Seymour and Pease LLP is acting as its legal advisor.