Hudson City Bancorp, Inc. To Merge With M&T Bank Corporation - Conference Call - (Transcript)

Hudson City Bancorp, Inc. (HCBK)

Hudson City Bancorp, Inc. to Merge with M&T Bank Corporation

August 27, 2012 10:00 am ET

Executives

Donald MacLeod - IR, M&T

Robert Wilmers - Chairman and CEO, M&T

Ron Hermance - Chairman and CEO

Rene Jones - Executive Vice President and Chief Financial Officer

Analysts

Ken Zerbe - Morgan Stanley

Erika Penala - Bank of America

Todd Hagerman - Sterne Agee

Craig Siegenthaler - Credit Suisse

Bob Ramsey - FBR

Matt O'Connor - Deutsche Bank

Matt Burnell - Wells Fargo Securities

Brian Clock - Keefe, Bruyette & Woods

Marty Mosby - Guggenheim Partners

Rick Weiss - Janney

Mike Turner - CompassPoint

Presentation

Operator

Welcome to the M&T Bank and Hudson City Bancorp Merger Conference Call and Webcast. Hosting the call today are, Mr. Robert Wilmers, Chairman and Chief Executive Officer of M&T Bank Corporation and Mr. Ronald Hermance, Jr. Chairman and CEO of Hudson City Bancorp. They are joined by Rene Jones, Chief Financial Officer of M&T Bank Corporation. Today's presentation is being recorded and will be available for replay following the call.

At this time, all participants have been placed in a listen-only mode and the floor will be opened for your questions following the presentation (Operator Instructions).

I will now turn the call over to Mr. Donald MacLeod and Director of Investor Relations for M&T Bank Corporation. Please go ahead.

Donald MacLeod

Thank you, Beverly. Good morning and welcome to our investor conference call to discuss the merger of M&T and Hudson City. Following our prepared remarks, we will have a question-and-answer session.

The slide presentation we are using today is available with this joint press release issued earlier are available on both, M&T and Hudson City's websites in the Investor Relations section. A replay of the call will also be available on the website after the call.

During this conference call, some of the information discussed will contain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements which M&T and Hudson City specifically disclaim any obligation to update or revise are not guarantees and management cautions that a number of factors could cause actual results or outcomes to differ materially than those indicated by such forward looking statements. I also refer you to the risk factors closures that M&T and Hudson City made in respect of Form-10Ks.

M&T and Hudson City will file materials related to the preferred merger with the SEC. Investors are urged to read those materials once they're available. These additional materials can be obtained free from the SEC's website at www.sec.gov, and from the company's websites. In addition, M&T Hudson City and their respective directors and executive officers may be deemed to be participants in any solicitation of proxies in connection with the proposed merger.

Information regarding interest of these participants can be found in M&T's Hudson City's most recent proxy statements filed with the SEC, and additional information will be contained in the joint proxy statement and prospectus to be followed by M&T and Hudson City.

At this time, I would like to introduce Robert Wilmers. Mr. Wilmers?

Robert Wilmers

Thank you, Don, and good morning, everyone. Earlier this morning, we announced a definitive agreement of merger between M&T Bank Corporation and Hudson City Bancorp Incorporated. To start this call, I'd like to offer a few thoughts as to why we believe this merger makes sense to us.

First, each of us frames an element to the deal that compliments the other. In the case of M&T, Hudson City's strong capital base combined with its high quality portfolio of residential mortgages which carry a favorable risk weighting under regulatory capital rules, will result following a restructuring of a Hudson City security portfolio and long-term borrowings and an immediate start step up in the regulatory capital ratios for the combine company, particularly for the Tier 1 common capital ratio on which regulatory and investment communities have been focused.

On Hudson City side, combining with M&T and asset-sensitive balance sheet will mitigate the interest rate risk position they find themselves in today. Further, the combination with M&T will enable Hudson City to move beyond its near-monoline focus on originating and holding residential mortgages toward becoming a full service commercial bank with a wide array with consumer and commercial banking products and services.

In addition of a strong provider of these products and services in the Hudson City's banking footprint will surely benefit those customers and those communities. To accomplish this evolution to a full-service commercial bank, M&T expects to hire experienced, commercial and retail bankers in these communities.

Those of you who know us well know that while we have been somewhat acquisitive over the years, our acquisition focus had always been on deals that made sense from the standpoint of our customers, employees and shareholders.

One thing we've never focused on is filling out our franchise from a geographical perspective, adding pins on the map solely to fulfill someone's idea of "completeness". However in this case, in addition to making full financial and strategic sense the geographic fit also works quite well.

While M&T has now full service branches in New Jersey, we've long had a presence across the river in New York City, and up into the Hudson Valley, and of course we've had our commercial bankers active in the New Jersey marketplace for a number of years now.

As you will see in one of Rene's upcoming slides, we've had some level of success but we've always believed that a strong branch presence is a key component of commercial banking and Hudson City's branch network should enable us to take our efforts in the greater New York metropolitan area to a higher level.

Hudson City's shareholders will have option to receive and M&T stock when the merger is consummated. We believe there is no better stock to own. In the slide deck we'll go through shortly, you will see M&T's superior long-term earnings and dividend growth trends and our best-in-class return to shareholders.

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