BRIDGEPORT, Conn., Feb. 14 /PRNewswire-FirstCall/ -- People's Bank announced today that People's United Financial, Inc., the proposed holding company for People's Bank, and People's Mutual Holdings have received conditional approval from the Office of Thrift Supervision to commence the second step conversion and stock offering. People's Bank also announced today that the registration statement relating to the sale of common stock of People's United Financial has been declared effective by the Securities and Exchange Commission.
The second step conversion and the establishment and funding of The People's Community Foundation, which is proposed to be funded with 2,000,000 shares of People's United Financial common stock and $20 million in cash, must each be approved by a majority of the depositor votes eligible to be cast at a special meeting of depositors, to be held on April 5, 2007. Depositors of People's Bank as of the close of business on February 5, 2007 will be entitled to vote at the special meeting.
Holders of the majority of the outstanding shares of common stock of People's Bank and holders of the majority of the outstanding shares of the common stock of People's Bank other than the shares held by People's Mutual Holdings as of February 5, 2007 must also approve the second step conversion and the establishment and funding of The People's Community Foundation at a special meeting of stockholders, also to be held on April 5, 2007. Proxy materials will be mailed to stockholders of People's Bank on or about February 27, 2007.
A subscription offering is expected to begin February 23, 2007, when offering and proxy materials are mailed. Eligible People's Bank depositors will receive offering and proxy materials during the week of February 26, 2007. A syndicated offering of any remaining unsubscribed shares to the general public is expected to begin at a later date. Completion of the conversion and offering is subject to, among other things, the receipt of final regulatory approval of the Office of Thrift Supervision.
The number of shares expected to be sold in the offering and issued to public stockholders in the exchange is based on an independent appraisal of the market value of People's United Financial at January 18, 2007, which ranged from $4.791 billion to $6.468 billion (subject to a 15% increase to $7.432 billion). People's United Financial is offering for sale the 57.7% ownership interest currently owned by People's Mutual Holdings in People's Bank which is equivalent to between $2.741 billion and $3.709 billion, or between 137,062,500 and 185,437,500 shares of common stock at $20.00 per share. People's United Financial may increase the number of shares that it sells in the offering, without notice to persons who have subscribed for shares, by up to 15%, to $4.265 billion or 213,253,125 shares, as a result of market demand, regulatory considerations or changes in financial markets.
At the conclusion of the conversion and offering, the existing shares of common stock held by the public stockholders of People's Bank will be exchanged for new shares of People's United Financial. The number of new shares of People's United Financial that the public stockholders are expected to receive will be between 1.6712 and 2.2611 shares in exchange for each share of People's Bank common stock, subject to a 15% increase to 2.6003 shares. The exchange ratio is intended to ensure that, after the conversion and offering, public stockholders will maintain approximately the same ownership interest in People's United Financial as they currently own in People's Bank (exclusive of any shares stockholders purchase in the offering). The offering and exchange ratio ranges could change as a result of regulatory review or due to updates to the independent appraisal, reflecting, among other things, changes in market conditions before or during the offering. After the completion of the conversion and offering, People's United Financial will be 100% owned by public stockholders.
People's Bank and People's United Financial will establish a Stock Information Center to handle inquiries of its depositors with respect to the subscription offering. The Stock Information Center will open on February 26, 2007. The Stock Information Center's telephone number is (800) 867-5295. Hours of operation will be from 10:00 a.m. to 4:00 p.m., Monday through Friday.
Ryan Beck & Co., Inc. is assisting People's United Financial in selling its common stock in the subscription offering on a best efforts basis. Morgan Stanley & Co. Incorporated is acting as sole book-running manager on the syndicated offering. Keefe, Bruyette & Woods, Inc., Lehman Brothers Inc. and Ryan Beck & Co., Inc. are acting as joint lead managers and Sandler O'Neill & Partners, L.P. is acting as co-manager on the syndicated offering. The syndicated offering will be conducted on a best efforts basis and none of the members of the syndicate group are required to purchase any shares in the offering.
This release may contain certain "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, and may be identified by the use of such words as "believe," "expect," "anticipate," "should," "planned," "estimated," and "potential." Examples of forward looking statements include, but are not limited to, estimates with respect to the financial condition, results of operations and business of People's United Financial and People's Bank that are subject to various factors which could cause actual results to differ materially from these estimates. These factors include, but are not limited to, general economic and market conditions, legislative and regulatory conditions, changes in interest rates that affect People's Bank's interest rate spread, changes in deposit flows, loan demand or real estate values and other economic, governmental, competitive, regulatory and technological factors that may affect People's United Financial's and People's Bank's operations.
A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. This press release is neither an offer to sell nor a solicitation of an offer to buy common stock. The offer will be made only by means of the written prospectus forming part of the registration statement (and, in the case of the subscription offering, an accompanying stock order form).
A copy of the prospectus relating to the subscription offering may be obtained when available from:
Ryan Beck & Co., Inc.
18 Columbia Turnpike
Florham Park, New Jersey 07932
(800) 493-1587
A copy of the prospectus relating to the syndicated offering may be obtained when available from:
Morgan Stanley & Co. Incorporated
180 Varick Street
New York, New York 10014
Attention: Prospectus Department
or via e-mail to
The shares of common stock are not savings accounts or savings deposits, may lose value and are not insured by the Federal Deposit Insurance Corporation or any other government agency.
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