The Deal: Regulatory Issues Still Cloud Hudson Closing Date

NEW YORK ( The Deal) -- M&T Bank Corp. ( MTB) said Wednesday that the timing of its $5.2 billion merger with Hudson City Bancorp Inc. ( HCBK) remains uncertain because of its outstanding regulatory issues, but that the buyer remains comfortable with the economics of the deal.

In April, M&T said the Federal Reserve Board identified concerns with M&T's procedures and processes relating to compliance with the Bank Secrecy Act and anti-money-laundering compliance program.

In June, M&T entered a consent order with the Fed that outlined obligations, including submitting plans for revised programs regarding compliance with various aspects of the BSA/AML regulations. That agreement with the Fed requires M&T submit the revised program outlines by August 16.

On its earnings call Wednesday, M&T said it is working diligently to address these matters in a timely manner and is focused on submitting the plans, which then require Fed approval. Afterward, execution is a factor in complying with the agreement and M&T has to make sure everything is in place to execute, so it makes no sense to speculate on the time line, M&T chief financial officer René Jones said.

"Once we get through the work we have to do on BSA/AML and we get through to the satisfaction of everybody, then we'll consider what we'll do with such things as Hudson City, but really not before then," Jones said. "In terms of the economics, we have a good understanding of Hudson City's balance sheet, we think about, for example, what the moves in rates will do to them, there are a lot of moving parts, but nothing that makes us uncomfortable about the economics of the transaction relative to where we were before," Jones said.

"Obviously all of that has to be revisited when we get back at it," he said.

The termination date for the merger has already been extended from Aug. 27 to Jan. 31, 2014.

Shareholders of both companies approved the merger in April shortly after the Federal Reserve Board inquiry was initiated.

M&T is acquiring Hudson City for 0.08403 of an M&T share or the equivalent in cash, subject to shareholder election and a 10-day pricing period to determine the cash value. The compensation will be prorated to execute the deal using 60% stock and 40% cash.

Shares of M&T Bank, which traded for about $104 before the Fed inquiry and sank into the $90s, have since rebounded to $117.68 Wednesday. At that price, Hudson City shares were worth about $9.90 and traded for $9.69 at a spread of 22 cents, or 2.2%.

Hudson will announce second-quarter earnings July 31.

Written by Scott Stuart

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