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Susquehanna Bancshares Inc. Issues Revised Results Of Elections For Merger Consideration In Tower Bancorp Inc. Acquisition

Susquehanna Bancshares, Inc. (Susquehanna) (Nasdaq: SUSQ) today announced a correction to the results of elections made by Tower Bancorp, Inc. (Tower) shareholders regarding the form of merger consideration they will receive as a result of the February 17, 2012, acquisition of Tower by Susquehanna. Initial results reported on February 23, 2012, were inaccurate due to an exchange agent error concerning the number of issued and outstanding shares of Tower common stock.

Under the merger agreement, Tower shareholders were entitled to elect to receive, for each share of Tower common stock, either 3.4696 shares of Susquehanna common stock or $28.00 in cash. The individual elections made by each shareholder were subject to proration so that $88 million of the aggregate consideration is paid in cash. The election deadline was 5 p.m. Eastern Time on February 15, 2012.

At the effective time of the acquisition, there were 12,008,852.362 shares of Tower common stock issued and outstanding. The previous release erroneously stated that there were 12,112,210.362 Tower shares outstanding. Based on the calculations of the exchange agent for the transaction, American Stock Transfer & Trust Company:
  • 10,881,200.414 of the shares, or 91 percent, elected to receive Susquehanna stock
  • 245,763.164 of the shares, or 2 percent, elected to receive cash
  • 881,888.784 of the shares, or 7 percent, did not make an election

Those Tower shares for which a cash election was made, and those Tower shares for which no valid or timely election was made, will be converted into $28.00 in cash.

Because the aggregate amount of cash requested by Tower shareholders or allocated to Tower shareholders who did not make a timely election was less than $88 million, shareholders electing to receive Susquehanna stock will be prorated and will receive a combination of Susquehanna stock and cash for their Tower shares. The proration will result in a Tower shareholder receiving 3.4696 shares of Susquehanna stock for approximately 81.479960 percent and $28.00 in cash for approximately 18.520040 percent of the Tower shares for which such shareholder elected to receive Susquehanna stock. The previous release erroneously stated that these percentages were 82.429769 percent and 17.570231 percent, respectively. No fractional shares of Susquehanna stock will be issued; in lieu of fractional shares, Tower shareholders will receive cash equal to the number of fractional shares held multiplied by $9.40 (the average closing price of Susquehanna common stock for the five trading days preceding the merger date of February 17, 2012).

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