This Day On The Street
Continue to site
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here

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).

1 of 2

Check Out Our Best Services for Investors

Action Alerts PLUS

Portfolio Manager Jim Cramer and Director of Research Jack Mohr reveal their investment tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
Quant Ratings

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
Stocks Under $10

David Peltier uncovers low dollar stocks with serious upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
14-Days Free
Only $9.95
14-Days Free
Dividend Stock Advisor

David Peltier identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Updates with exact steps to take - BUY, HOLD, SELL
Trifecta Stocks

Every recommendation goes through 3 layers of intense scrutiny—quantitative, fundamental and technical analysis—to maximize profit potential and minimize risk.

Product Features:
  • Model Portfolio
  • Intra Day Trade alerts
  • Access to Quant Ratings
Real Money

More than 30 investing pros with skin in the game give you actionable insight and investment ideas.

Product Features:
  • Access to Jim Cramer's daily blog
  • Intraday commentary and news
  • Real-time trading forums
Only $49.95
14-Days Free
14-Days Free
YHOO $35.96 -1.60%
AAPL $94.79 1.20%
FB $118.06 -0.43%
GOOG $693.79 -0.63%
TSLA $234.29 -3.10%


Chart of I:DJI
DOW 17,717.79 -173.37 -0.97%
S&P 500 2,059.08 -22.35 -1.07%
NASDAQ 4,759.32 -58.2740 -1.21%

Free Reports

Top Rated Stocks Top Rated Funds Top Rated ETFs