Kinderhook Bank Corp. Announces Stockholder and Regulatory Approvals for Proposed Merger

KINDERHOOK, N.Y. & SYRACUSE, N.Y.–(BUSINESS WIRE)–lt;a href=”https://twitter.com/hashtag/kinderhookbankcorp?src=hash” target=”_blank”gt;#kinderhookbankcorplt;/agt;–Kinderhook Bank Corp. (“Kinderhook”) (OTCQB: NUBK), the parent bank
holding company of The National Union Bank of Kinderhook (“Kinderhook
Bank”) announced that at a Special Meeting of Stockholders on April 23,
2019, Kinderhook stockholders overwhelmingly voted to approve the
proposed acquisition of Kinderhook by Community Bank System, Inc.
(“CBU”)(NYSE: CBU), the parent bank holding company of Community Bank,
N.A., (“Community Bank”) and the merger of Kinderhook Bank with and into
Community Bank at the meeting of Kinderhook stockholders held yesterday.
Kinderhook reports that more than 97% of the votes cast were voted to
approve the proposed merger and that more than 85% of issued and
outstanding shares was represented at the meeting. All required
regulatory approvals have been received and the merger is expected to
close on July 12, 2019.

John A. Balli, President and Chief Executive Officer of Kinderhook,
stated, “The merger will join two high-quality franchises with long
histories of service to their customers and communities. We are pleased
about the potential benefits of the merger for our stockholders,
customers, the communities we serve, and our employees. Our customers
will continue to receive the highly personalized service they expect
from many of the same people they already know and trust, while having
access to an expanded set of products and services available from the
larger combined organization with an extensive branch network.”

Pursuant to the terms of the merger agreement, Kinderhook will merge
with Community, and Kinderhook Bank will merge with and into Community
Bank in an all cash transaction. Kinderhook stockholders will receive
$62.00 per share of KBC common stock that they hold.

About Community Bank System, Inc.

Community Bank System, Inc. operates more than 230 customer facilities
across Upstate New York and Northeastern Pennsylvania, Vermont, and
Western Massachusetts through its banking subsidiary, Community Bank,
N.A. With assets of approximately $10.9 billion, the DeWitt, N.Y.
headquartered company is among the country’s 150 largest financial
institutions. In addition to a full range of retail, municipal, and
business banking services, the Company offers comprehensive financial
planning, trust and wealth management services through its’ Community
Bank Wealth Management Group and OneGroup NY, Inc. operating units. The
Company’s Benefit Plans Administrative Services, Inc. subsidiary is a
leading provider of employee benefits administration, trust services,
collective investment fund administration and actuarial and consulting
services to customers on a national scale. Community Bank System, Inc.
is listed on the New York Stock Exchange and the Company’s stock trades
under the symbol CBU. For more information about Community Bank visit www.communitybankna.com
or http://ir.communitybanksystem.com.

About Kinderhook Bank Corp.

Kinderhook Bank Corp. has total assets of approximately $632 million,
and is the holding company for The National Union Bank of Kinderhook.
The bank’s business, municipal, and consumer customers enjoy
personalized relationships, online and mobile banking options, with 11
branches in upstate New York. Kinderhook Bank Corp. is listed on the
OTCQB Venture Market and trades under the symbol NUBK. For more
information about Kinderhook Bank visit www.nubk.com.

Forward Looking Statements

This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking
statements can be identified by the use of the words “will,”
“anticipate,” “expect,” “intend,” “estimate,” “target,” and words of
similar import.
Forward-looking statements are not historical
facts but instead express only management’s current beliefs regarding
future results or events, many of which, by their nature, are inherently
uncertain and outside of management’s control.
The following
factors, among others, could cause the actual results of the Companies’
operations to differ materially from the Companies’ expectations:
the
timing to consummate the proposed merger;
the risk that a
condition to closing of the proposed merger may not be satisfied; the
parties’ ability to achieve the synergies and value creation
contemplated by the proposed merger; the parties’ ability to
successfully integrate operations in the proposed merger; the effect of
the announcement of the proposed merger on the ability of Kinderhook
Bank Corp. to maintain relationships with its key partners, customers
and employees, and on its operating results and business generally;
competition; changes in economic conditions, interest rates and
financial markets; and changes in legislation or regulatory
requirements. The Companies do not assume any duty to update
forward-looking statements.

Contacts

Community Bank System, Inc.
Joseph E. Sutaris, E.V.P. and Chief
Financial Officer
(315) 445-7396
or
Kinderhook Bank Corp.
John
A. Balli, President and Chief Executive Officer
(518) 758-7101