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Published on 8/13/2007 in the Prospect News Special Situations Daily.

Shareholders of Susquehanna, Community Banks to decide merger on Oct. 2

By Lisa Kerner

Charlotte, N.C., Aug. 13 -Susquehanna Bancshares, Inc. will acquire Community Banks, Inc. under a merger agreement approved by the companies' boards of directors.

Shareholders of both companies will vote on the merger agreement at separate meetings on Oct. 2.

Susquehanna shareholders will vote at 1 p.m. ET in Lancaster, Pa., while Community Banks shareholders will vote at 10 a.m. ET in Harrisburg, Pa.

The meeting dates and times were included in a 424B3 filing with the Securities and Exchange Commission.

Under the merger agreement, Community Banks shareholders can elect to receive either $34.00 in cash or 1.48 shares of Susquehanna common stock for each share of Community Banks common stock that they own.

Community Banks shareholders may elect to receive all cash, all Susquehanna common stock or a combination of cash and Susquehanna common stock, subject to certain limitations.

The deal is valued at $860 million. As previously reported, bank holding company Susquehanna's acquisition of its smaller rival will enable it to expand in southeastern Pennsylvania and the Mid-Atlantic region.


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