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For Community Bank of Orange:
Anthony Ingrassia, Chairman and CEO
( 845) 695 -7400
For Kenneth Torsoe:
Edward Lutz, Lutz Advisors
(917) 941-7790
Middletown, NY (July 21, 2008) — Community Bank of Orange (OTC: CBOG) (the “Bank”) announced today that it has entered into a Recapitalization Agreement (the “Agreement”) with an investment group scheduled to close late in the third quarter or early in the fourth quarter of 2008. This Agreement will allow the Bank to accelerate its growth in Orange County and the surrounding counties. This investment will permit expansion of the Bank’s footprint into Rockland and Westchester Counties.
Kenneth Torsoe, a noted Hudson Valley builder and bank investor, leads the investor group. Under the terms of the Agreement, Mr. Torsoe and his group will invest between $19 and $25 million in the Bank in a two-step transaction. In the first step, the group will make a tender offer for any and all of the Bank’s common stock at a price of $3.50 per share. No minimum tender is required. In the event all outstanding Bank shares are tendered, the group would invest approximately $ 7.6 million in the tender offering. Following the tender, the group will invest the remaining capital in newly issued stock of the Bank at a price of $3.00 per share. The Bank’s present shareholders will have the option to either tender their shares for the $3.50 price or remain as shareholders of the newly recapitalized Bank.
Mr. Anthony Ingrassia, Chairman and CEO of the Bank, stated, “We are pleased to be able to provide our shareholders with both value and flexibility with this new Agreement. For those shareholders needing or wanting current liquidity, they can tender their shares at a premium to our book value and recent market price. However, those who see the long term potential in a well capitalized bank servicing the Hudson Valley can remain as shareholders.”
As part of the Agreement, the Bank will also reconstitute its Board of Directors. After the recapitalization and subject to regulatory approvals, Mr. Torsoe will join the Board as Chairman and Messrs. Edward T. Lutz, Kevin J. Plunkett and Daniel E. Rifkin will also join the Board. Messrs. Torsoe, Lutz and Plunkett all formerly served on the board of Union State Bank and its holding company USB Holding Co., Inc. Mr. Rifkin is an established Rockland County certified public accountant, businessman and real estate investor. Present Bank Board members Anthony J. Ingrassia, Steven B. Bakst, Raymond S. Pantel, and Ms. Sheila Fishman will remain on the Board.
“We are excited to start to work with the present Bank employees to create an institution that, with the addition of significant new capital, can competitively position itself to meet the personal and business banking needs of the Hudson Valley market place”, stated Kenneth Torsoe. “Recent mergers and large banking center reorganizations have created a need for a local, community based bank willing to listen and cultivate creative and proactive relationships with their clients. We believe that we can be that Bank.”
Upon consummation of the transaction, the Bank intends to establish a new office in Bardonia, New York in Rockland County.
Closing of the transaction is subject to a number of conditions, including obtaining all necessary regulatory approvals and the satisfaction of closing conditions.
Mr. Torsoe was represented by Lutz Advisors and Windels Marx Lane & Mittendorf, LLP.
The Bank was represented by Sandler O’Neill + Partners, LLP and Hinman, Howard & Kattell, LLP.
The Bank, founded in 2002, is headquartered in Middletown, New York and maintains an additional branch in Warwick, New York. It is the first community bank chartered in Orange County, New York in over fifty years. It offers a variety of banking services and products, including free checking and expanded banking hours to its individual and business customers. The Bank is chartered by the OCC and its deposits are insured by the Federal Deposit Insurance Corporation. The Banks common stock is quoted on the Pink Sheets trading under the symbol “CBOG.” Further information on Community Bank of Orange can be found by logging on to www.cbobank.net.
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