Shareholder opposes Waterford Village Bank sale
An Amherst businessman and shareholder of Waterford Village Bank is objecting to the proposed sale of the bank to a Canadian investor, saying it appears that existing shareholders will lose a significant amount of money on the deal.
Attorney and former State Supreme Court judge Joseph G. Makowski, representing Hormoz Mansouri, fired off a letter to State Superintendent of Banks Richard H. Neiman Wednesday, calling on regulators to require Waterford to fully disclose how shareholders will be affected financially by the $9 million deal.
“None of the current shareholders have been adequately apprised of the apparent adverse financial impact which the proposed [deal] will have upon their current shareholdings,” Makowski wrote, calling the bank’s disclosure “totally insufficient.”
As an alternative, Makowski asked that Neiman’s office, as part of its review of the proposed acquisition, examine the financial impact itself.
He said in an interview that it’s “not just a fairness question,” but a matter of whether the bank is breaching its fiduciary duty under New York law by not accepting enough compensation to shareholders.
“It does appear to us that the original 220 subscribing shareholders stand the chance of losing a substantial part of their capital investment,” Makowski told The Buffalo News. “We want the superintendent to independently look at this.”
Mansouri is the president of EI Team, an architecture and engineering firm on Sheridan Drive in Amherst. Makowski would not say how many shares or how much money Mansouri invested in the bank, except that it’s “substantial,” because the minimum purchase was $10,000.
Bank CEO Orrin D. Tobbe declined to comment on the complaints. “This is one shareholder,” he said. “I’ve spoken to several shareholders and they are in favor of this deal.”
No shareholder meeting has been scheduled, but officials hope to complete the deal in August. He said more information will be forthcoming in the proxy statement to shareholders, which would be sent out after regulators approve.
Bank regulators are accepting public comments on the proposed deal. They were slated to begin discussing it at a monthly meeting today, but that’s been canceled and rescheduled for August.
Waterford agreed earlier this month to be acquired by Vandewater Trust, an entity formed and controlled by 29-year-old Jason Aintabi of New York City, part of a wealthy Canadian family from Montreal. Under the agreement, Aintabi will buy out the 220 shareholders, while injecting at least $9 million into the bank to shore up its capital and satisfy regulators.
However, that $9 million won’t go to shareholders. Instead, according to a letter sent to shareholders by the bank, they will receive an amount per share based on a formula of 0.5 percent of the aggregate deposits at the bank when the deal closes.
Tobbe would not say how much the bank had in deposits at the end of the second quarter, which closed on Tuesday. But at the end of the first quarter on March 31, the bank had $57.654 million.
Using the formula, that means shareholders would split $288,270, among 1 million shares outstanding, if the bank’s deposits remained static. That would yield a price per share of just 28.83 cents per share, when investors paid $10 per share to buy the stock.
“There are 220 shareholders that are going to be affected by this,” he said. “How much of a haircut are they being asked to take, because it appears they’re being asked to take one for the team?”
Waterford needs the capital infusion, as runaway expenses and losses drained its capital last year. State and federal bank regulators imposed a “consent decree” and “cease-and-desist” order on the bank in February. Those included detailed monitoring and compliance requirements related to Waterfor’s management and staff, strategic plan, profit and budget plan, and progress reports. In particular, regulators ordered it to raise capital.
Makowski also asked regulators in his letter to investigate if the bank is complying with the terms of the consent decree and to clarify in writing if the decree’s terms will apply to the new bank.
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