The fourth full paragraph on page 60 (beginning with Following this meeting,
) is
hereby replaced with the following:
Following this meeting, Mr. Barnes briefed Mr. Carter on the discussions at the meeting, and over the
course of the following week, Mr. Barnes also discussed the opportunity of exploring a potential transaction with each of the other Peoples United directors and summarized the terms discussed at his January 7 meeting with
Mr. Jones.
The first sentence of the first full paragraph on page 61 (beginning with On January 21, 2021,
) is hereby
replaced with the following:
On January 21, 2021, the Peoples United board of directors held a regularly scheduled meeting, during which
the potential transaction with M&T was discussed, with representatives of KBW and Simpson Thacher & Bartlett LLP (Simpson Thacher), legal counsel to Peoples United, in attendance.
The following sentence is hereby added immediately before the last sentence in the first full paragraph on page 61 (beginning with On
January 21, 2021,
):
The representatives of Simpson Thacher and KBW also summarized for the board the discussions regarding
Mr. Barnes and Mr. Walters entering into three-year non-competition/non-solicitation agreements with Peoples United, to be effective as of the closing of
the merger (since neither was currently subject to such restrictions), in exchange for payments of $18 million and $6 million, respectively, and relayed the parties reasons for this approach rather than consulting agreements,
including M&Ts preference that Messrs. Barnes and Walters qualify as independent directors of the combined company in accordance with applicable stock exchange standards.
The fourth full paragraph on page 61 (beginning with Between January 15, 2021 and January 28, 2021,
) is hereby replaced with
the following three paragraphs:
Between January 15, 2021 and January 28, 2021, the parties and their advisors held numerous meetings
regarding the exchange ratio and the other terms of the potential transaction.
On January 28, 2021, Messrs. Jones and Barnes agreed, subject to
completion of the mutual due diligence reviews and negotiation of other mutually agreeable transaction terms, to propose to their respective boards of directors that the exchange ratio in the proposed transaction be fixed at 0.118, which would
result in Peoples United stockholders owning approximately 28% of the combined company following the completion of the proposed merger.
Shortly
thereafter on January 28, 2021, a group of Peoples United independent directors, including the lead director and the chairs of the standing board committees, held a telephonic conference call with representatives of KBW and Simpson
Thacher to further discuss aspects of the potential transaction with M&T previously discussed at the January 21 board meeting, including the exchange ratio of 0.118 which Messrs. Barnes and Jones had preliminarily agreed to propose to their
respective boards and related calculations and the potential non-competition/non-solicitation agreements between Peoples United and Messrs. Barnes and Walters,
which would be subject to approval by the Peoples United board in its sole discretion.
The last sentence of the last paragraph beginning on page
61 and continuing on page 62 (beginning with On February 4, 2021,
) is hereby replaced with the following:
After Messrs. Barnes
and Walters had left the meeting, the Peoples United directors discussed the proposed agreements to be entered into by Peoples United with Messrs. Barnes and Walters in connection with and to be effective upon the closing of the
potential transaction, which based on discussions with M&T, included three-year comprehensive non-competition / non-solicitation agreements.
The sixth and seventh sentences of the last paragraph beginning on page 62 and continuing on page 63 (beginning with On February 18, 2021,
) are hereby replaced with the following:
After Messrs. Barnes and Walters had left the meeting, the remaining Peoples United
directors reviewed the terms of the proposed non-competition agreements to be entered into by Peoples United with Messrs. Barnes and Walters in connection with a potential transaction, to become
effective upon completion of the transaction. Following discussion, and after taking into consideration, among other things, the favorable recommendation of Peoples Uniteds compensation committee, the Peoples United directors
approved the proposed agreements.