| Under the terms of the merger agreement, the aggregate consideration payable to NewAlliance stockholders in the merger as of the signing date is allocated 14% in cash and 86% in First Niagara common stock. The cash consideration pool is equal to $210,070,888 (subject to certain adjustments), and the stock consideration pool is 99,403,291 shares of First Niagara common stock (subject to certain adjustments). |
| Each NewAlliance stockholder can elect to receive, for each NewAlliance share owned by such stockholder, either 1.10 shares of First Niagara stock or $14.28 in cash, subject to adjustment, election and allocation procedures spelled out in the merger agreement. NewAlliance stockholders may make a mixed election of stock and cash for their shares, subject to the adjustment, election and allocation procedures. |
| The per share cash price of $14.28 and the exchange ratio for the stock portion of the consideration are fixed. As a result, the per share value of the stock consideration will fluctuate prior to closing due to fluctuations in the price of First Niagara stock. The current per share value of the stock consideration, based upon First Niagaras closing stock price on August 18, 2010, is $14.06 per share. At closing, the per share cash value and the per share stock value are likely to be different. |
| The cash consideration pool of $210,070,888 (subject to certain adjustments), if allocated equally to all shares of NewAlliance common stock, equals approximately $2.00 per share of NewAlliance common stock, based on the current number of NewAlliance common shares outstanding. The current per share value of the stock consideration, if allocated equally to all shares of NewAlliance common stock, based upon First Niagaras closing stock price on August 18, 2010, is $12.09 per share. Accordingly, the per share merger consideration, on a blended basis and based upon First Niagaras closing stock price on August 18, 2010, equals $14.09 ($2.00 plus $12.09). |
| First Niagara common stock may be issued to NewAlliance stockholders who make cash elections if the cash pool is oversubscribed, and cash may be issued to NewAlliance stockholders who make stock elections if the stock pool is oversubscribed. It is likely that all NewAlliance stockholders will receive a mix of cash and stock consideration in the merger. The allocation of the mix of consideration payable to NewAlliance stockholders in the merger will not be known until First Niagara tallies the results of the cash/stock elections made by NewAlliance stockholders, which will not occur until near or after the closing of the merger. |
| Assuming satisfaction of all necessary conditions to closing, election forms will be mailed to NewAlliance stockholders no more than 40 and no less than 20 business days prior to the anticipated closing of the merger (unless otherwise agreed by the parties). The election form will be accompanied by instructions for its completion, and a deadline for submission of election forms will be specified in the instructions. NewAlliance stockholders are urged to carefully read and follow the instructions for completion of the election form and to submit the form in advance of the election form deadline. NewAlliance stockholders who do not submit an election form by the deadline, or who improperly complete an election form, will not be entitled to elect the form of consideration applicable to their shares, and will receive cash, stock or a mix of cash and stock, subject to the adjustment, election and allocation procedures. |
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