Community Bank of Orange Announces Recapitalization

SOURCE:

Community Bank of Orange, NA

2008-07-21 08:34:00

Community Bank of Orange Announces Recapitalization

MIDDLETOWN, NY–(EMWPresswire – July 21, 2008) – Community Bank of Orange (PINKSHEETS: 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.

CONTACT:
For Community Bank of Orange:
Anthony Ingrassia
Chairman and CEO
(845) 695 -7400

For Kenneth Torsoe:
Edward Lutz
Lutz Advisors
(917) 941-7790

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