|By Marketwired .||
|August 15, 2014 04:06 PM EDT||
OSWEGO, NY -- (Marketwired) -- 08/15/14 -- Pathfinder Bancorp, Inc. ("Pathfinder-Federal"), (NASDAQ: PBHC), the holding company for Pathfinder Bank (the "Bank"), today announced that Pathfinder Bancorp, Inc., a Maryland corporation, the proposed new holding company for the Bank ("New Pathfinder") and Pathfinder Bancorp, MHC have received conditional regulatory approval from the Board of Governors of the Federal Reserve System to commence New Pathfinder's stock offering in connection with Pathfinder Bancorp, MHC's proposed second-step conversion. Pathfinder-Federal also announced today that the registration statement relating to the sale of common stock of New Pathfinder has been declared effective by the Securities and Exchange Commission.
New Pathfinder is offering for sale the 60.8% ownership interest in Pathfinder-Federal owned by Pathfinder Bancorp, MHC (as adjusted for the assets held by Pathfinder Bancorp, MHC) which is equivalent to between $17.0 million and $23.0 million, or between 1,700,000 and 2,300,000 shares of common stock at $10.00 per share. New Pathfinder may increase the number of shares that it sells in the offering, without notice to persons who have subscribed for shares, by up to 15%, to $26.5 million, or 2,645,000 shares at $10.00 per share, as a result of market demand or changes in the financial markets. The number of shares to be sold in the offering is based on an independent appraisal of the estimated pro forma market value of New Pathfinder as of May 16, 2014.
At the conclusion of the conversion and offering, the existing shares of common stock held by the public stockholders of Pathfinder-Federal will be exchanged for between 1.0552 and 1.4276 shares of New Pathfinder, subject to a 15% increase to 1.6417 shares. After the completion of the conversion and offering, New Pathfinder will be 100% owned by public stockholders, and Pathfinder-Federal and Pathfinder Bancorp, MHC will each cease to exist.
The completion of the conversion and offering is subject to, among other things, selling a minimum of 1,700,000 shares in the offering, the receipt of all necessary final regulatory approvals, the receipt of the approval of the depositors of the Bank as of August 5, 2014, and the receipt of the approval of the stockholders of Pathfinder-Federal as of August 5, 2014.
On or about August 22, 2014, offering materials will be mailed to Bank depositors eligible to purchase shares in the subscription offering, and proxy solicitation materials will be mailed to depositors and stockholders. Shares of common stock not sold in the subscription offering may be available in a community offering with a preference given first to natural persons residing in Oswego, Onondaga, Madison, Oneida, Cortland, Lewis, Jefferson, Cayuga and Wayne Counties, New York and then to stockholders of Pathfinder-Federal as of August 5, 2014. The subscription offering and community offering (if any) are expected to expire at 2:00, p.m., Eastern Time, on September 18, 2014. The depositors' and stockholders' meetings are scheduled for September 29, 2014.
New Pathfinder has established a Stock Information Center to handle inquiries with respect to the subscription and community offerings. The Stock Information Center will open on August 25, 2014. The Stock Information Center's telephone number is (877) 643-8198. Hours of operation will be from 10:00 a.m. to 4:00 p.m., Eastern Time, Monday through Friday, except bank holidays. A copy of the prospectus and stock order form relating to the offering may be obtained from the Stock Information Center beginning on August 25, 2014.
Keefe, Bruyette & Woods, Inc., a Stifel company ("KBW") is serving as financial advisor to Pathfinder-Federal and New Pathfinder in connection with the transaction. KBW will act as selling agent in the subscription and community offerings. Luse Gorman Pomerenk & Schick, P.C. is serving as legal counsel to Pathfinder-Federal and New Pathfinder.
Pathfinder-Federal is the mid-tier holding company of Pathfinder Bank, a New York chartered savings bank headquartered in Oswego, New York. The Bank has eight full service offices located in its market area consisting of Oswego County and northern Onondaga County and a branch office located in downtown Syracuse that is scheduled to open for business in the third quarter of 2014. Through its subsidiary, Pathfinder Risk Management Company, Inc., the Bank owns a 51% interest in the Fitzgibbons Agency, LLC.
This news release contains forward-looking statements within the meaning of the federal securities laws. Statements in this release that are not strictly historical are forward-looking and are based upon current expectations that may differ materially from actual results. These forward-looking statements, identified by words such as "will," "expected," "believe," and "prospects," involve risks and uncertainties that could cause actual results to differ materially from those anticipated by the statements made herein. These risks and uncertainties involve general economic trends and changes in interest rates, increased competition, changes in consumer demand for financial services, the possibility of unforeseen events affecting the industry generally, the uncertainties associated with newly developed or acquired operations, and market disruptions. We undertake no obligation to release revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unforeseen events, except as required to be reported under the rules and regulations of the Securities and Exchange Commission.
A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. This press release is neither an offer to sell nor a solicitation of an offer to buy common stock. The offer will be made only by means of the written prospectus forming part of the registration statement (and, in the case of the subscription offering, an accompanying stock order form).
Pathfinder-Federal has filed a proxy statement/prospectus concerning the conversion with the Securities and Exchange Commission. Stockholders of Pathfinder-Federal are urged to read the proxy statement/prospectus because it contains important information. Investors are able to obtain all documents filed with the Securities and Exchange Commission by Pathfinder-Federal and New Pathfinder free of charge at the Securities and Exchange Commission's website, www.sec.gov. In addition, documents filed with the Securities and Exchange Commission by Pathfinder-Federal and New Pathfinder are available free of charge from the Corporate Secretary of Pathfinder-Federal at 214 West First Street, Oswego, New York, 13126 Attention: Corporate Secretary.
The directors, executive officers, and certain other members of management and employees of Pathfinder-Federal are participants in the solicitation of proxies in favor of the conversion from the stockholders of Pathfinder-Federal. Information about the directors and executive officers of Pathfinder-Federal is included in the proxy statement/prospectus filed with the Securities and Exchange Commission.
The shares of common stock are not savings accounts or savings deposits, may lose value and are not insured by the Federal Deposit Insurance Corporation or any other government agency.
SYS-CON Events announced today that MobiDev, a client-oriented software development company, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place June 6-8, 2017, at the Javits Center in New York City, NY, and the 21st International Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. MobiDev is a software company that develops and delivers turn-key mobile apps, websites, web services, and complex softw...
Mar. 30, 2017 02:15 AM EDT Reads: 4,092
DevOps is often described as a combination of technology and culture. Without both, DevOps isn't complete. However, applying the culture to outdated technology is a recipe for disaster; as response times grow and connections between teams are delayed by technology, the culture will die. A Nutanix Enterprise Cloud has many benefits that provide the needed base for a true DevOps paradigm.
Mar. 30, 2017 01:30 AM EDT Reads: 2,616
What sort of WebRTC based applications can we expect to see over the next year and beyond? One way to predict development trends is to see what sorts of applications startups are building. In his session at @ThingsExpo, Arin Sime, founder of WebRTC.ventures, will discuss the current and likely future trends in WebRTC application development based on real requests for custom applications from real customers, as well as other public sources of information,
Mar. 30, 2017 01:15 AM EDT Reads: 1,215
DevOps tends to focus on the relationship between Dev and Ops, putting an emphasis on the ops and application infrastructure. But that’s changing with microservices architectures. In her session at DevOps Summit, Lori MacVittie, Evangelist for F5 Networks, will focus on how microservices are changing the underlying architectures needed to scale, secure and deliver applications based on highly distributed (micro) services and why that means an expansion into “the network” for DevOps.
Mar. 30, 2017 01:00 AM EDT Reads: 8,296
In his session at Cloud Expo, Alan Winters, an entertainment executive/TV producer turned serial entrepreneur, will present a success story of an entrepreneur who has both suffered through and benefited from offshore development across multiple businesses: The smart choice, or how to select the right offshore development partner Warning signs, or how to minimize chances of making the wrong choice Collaboration, or how to establish the most effective work processes Budget control, or how to max...
Mar. 30, 2017 12:45 AM EDT Reads: 658
Interoute has announced the integration of its Global Cloud Infrastructure platform with Rancher Labs’ container management platform, Rancher. This approach enables enterprises to accelerate their digital transformation and infrastructure investments. Matthew Finnie, Interoute CTO commented “Enterprises developing and building apps in the cloud and those on a path to Digital Transformation need Digital ICT Infrastructure that allows them to build, test and deploy faster than ever before. The int...
Mar. 30, 2017 12:30 AM EDT Reads: 1,525
China Unicom exhibit at the 19th International Cloud Expo, which took place at the Santa Clara Convention Center in Santa Clara, CA, in November 2016. China United Network Communications Group Co. Ltd ("China Unicom") was officially established in 2009 on the basis of the merger of former China Netcom and former China Unicom. China Unicom mainly operates a full range of telecommunications services including mobile broadband (GSM, WCDMA, LTE FDD, TD-LTE), fixed-line broadband, ICT, data communica...
Mar. 30, 2017 12:15 AM EDT Reads: 3,569
ChatOps is an emerging topic that has led to the wide availability of integrations between group chat and various other tools/platforms. Currently, HipChat is an extremely powerful collaboration platform due to the various ChatOps integrations that are available. However, DevOps automation can involve orchestration and complex workflows. In his session at @DevOpsSummit at 20th Cloud Expo, Himanshu Chhetri, CTO at Addteq, will cover practical examples and use cases such as self-provisioning infra...
Mar. 29, 2017 11:45 PM EDT Reads: 3,227
SYS-CON Events announced today that Ocean9will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Ocean9 provides cloud services for Backup, Disaster Recovery (DRaaS) and instant Innovation, and redefines enterprise infrastructure with its cloud native subscription offerings for mission critical SAP workloads.
Mar. 29, 2017 09:30 PM EDT Reads: 2,459
MongoDB Atlas leverages VPC peering for AWS, a service that allows multiple VPC networks to interact. This includes VPCs that belong to other AWS account holders. By performing cross account VPC peering, users ensure networks that host and communicate their data are secure. In his session at 20th Cloud Expo, Jay Gordon, a Developer Advocate at MongoDB, will explain how to properly architect your VPC using existing AWS tools and then peer with your MongoDB Atlas cluster. He'll discuss the secur...
Mar. 29, 2017 07:30 PM EDT Reads: 922
Things are changing so quickly in IoT that it would take a wizard to predict which ecosystem will gain the most traction. In order for IoT to reach its potential, smart devices must be able to work together. Today, there are a slew of interoperability standards being promoted by big names to make this happen: HomeKit, Brillo and Alljoyn. In his session at @ThingsExpo, Adam Justice, vice president and general manager of Grid Connect, will review what happens when smart devices don’t work togethe...
Mar. 29, 2017 06:30 PM EDT Reads: 2,764
Building a cross-cloud operational model can be a daunting task. Per-cloud silos are not the answer, but neither is a fully generic abstraction plane that strips out capabilities unique to a particular provider. In his session at 20th Cloud Expo, Chris Wolf, VP & Chief Technology Officer, Global Field & Industry at VMware, will discuss how successful organizations approach cloud operations and management, with insights into where operations should be centralized and when it’s best to decentraliz...
Mar. 29, 2017 05:15 PM EDT Reads: 3,837
SYS-CON Events announced today that Juniper Networks (NYSE: JNPR), an industry leader in automated, scalable and secure networks, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Juniper Networks challenges the status quo with products, solutions and services that transform the economics of networking. The company co-innovates with customers and partners to deliver automated, scalable and secure network...
Mar. 29, 2017 04:30 PM EDT Reads: 1,709
Deep learning has been very successful in social sciences and specially areas where there is a lot of data. Trading is another field that can be viewed as social science with a lot of data. With the advent of Deep Learning and Big Data technologies for efficient computation, we are finally able to use the same methods in investment management as we would in face recognition or in making chat-bots. In his session at 20th Cloud Expo, Gaurav Chakravorty, co-founder and Head of Strategy Development ...
Mar. 29, 2017 04:15 PM EDT Reads: 3,920
DevOps is often described as a combination of technology and culture. Without both, DevOps isn't complete. However, applying the culture to outdated technology is a recipe for disaster; as response times grow and connections between teams are delayed by technology, the culture will die. A Nutanix Enterprise Cloud has many benefits that provide the needed base for a true DevOps paradigm. In his Day 3 Keynote at 20th Cloud Expo, Chris Brown, a Solutions Marketing Manager at Nutanix, will explore t...
Mar. 29, 2017 04:00 PM EDT Reads: 3,249