Press Release October 26, 2016

Merchants Bancshares to Merge with Community Bank System

Goodwin represented Merchants Bancshares, Inc. (NASDAQ: MBVT) in its announced definitive agreement with Community Bank System, Inc. under which Community Bank System will acquire Merchants Bancshares in a cash and stock transaction valued at approximately $304 million.

Merchants Bancshares reported total assets at June 30, 2016, of approximately $1.9 billion. Merchants Bancshares, Inc. is the holding company for Merchants Bank. The bank’s business, municipal, consumer and investment customers enjoy personalized relationships, sophisticated online and mobile banking options, with 31 branches in Vermont and one location in Massachusetts, operating as NUVO, a division of Merchants Bank.

Community Bank System operates more than 200 customer facilities across upstate New York and northeastern Pennsylvania through its banking subsidiary, Community Bank, N.A. With assets of approximately $8.7 billion, the DeWitt, New York-headquartered company is among the country's 150 largest financial institutions.

The Goodwin team advising Merchants Bancshares included partners Samantha Kirby and Bill Mayer  (Financial Industry); Lisa Haddad (Mergers + Acquisitions); Robert Kester (Tax); Robert Hale (Labor & Employment), Natascha George and counsel Sarah Bock (ERISA + Executive Compensation); and associates Robert Dzialo, William McCurdy and Monica Patel.

For more information on the transaction, please view the joint press release