Community Bank, National Association entered into a definitive agreement to acquire Elmira Savings Bank (NasdaqCM:ESBK) for $81.9 million on October 4, 2021. Under the terms of the agreement, shareholders of Elmira will receive $23.10 in cash for each share of common stock they own along with and stock options. Each option holder will have a right to receive an amount in cash, equal to difference, if positive, between the merger consideration and the exercise price of the Elmira Stock Option. The merger agreement also contains Elmira's non-solicitation obligations relating to alternative acquisition proposals after the expiration of a 30-day “go shop” period. The transaction is subject customary closing conditions, including approval by the shareholders of Elmira and required regulatory approvals. The transaction has been unanimously approved by the boards of directors of both Community Bank System, Inc. (NYSE:CBU), parent of Community Bank, National Association and Elmira Savings Bank. The shareholders of Elmira at its Special Shareholders Meeting held on December 14, 2021 voted to approve the merger. As of April 22, 2022, Community Bank System, Inc. has received regulatory approvals from the Office of the Comptroller of the Currency and a waiver from filing an application with the Federal Reserve Bank of New York for the proposed merger. The merger is expected to close in the first quarter of 2022. As of January 24, 2022, the acquisition is expected to be completed in the second quarter of 2022. As of April 22, 2022, the Merger is expected to close on May 13, 2022, subject to customary closing conditions and approval from the New York State Department of Financial Services. 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.

Frank S. Sorrentino IV of Stephens Inc. acted as exclusive financial advisor and Squire Patton Boggs (US) LLP acted as legal advisor to Community Bank System. Boenning & Scattergood, Inc. acted as exclusive financial advisor and fairness opinion provider and Vorys, Sater, Seymour and Pease LLP acted as legal advisor to Elmira.

Community Bank, National Association completed the acquisition of Elmira Savings Bank (NasdaqCM:ESBK) on May 13, 2022.