Clifton Savings Bancorp, Inc. to Commence Second Step Conversion Stock Offering
February 07 2014 - 8:30AM
Business Wire
Clifton Savings Bancorp, Inc. (the “Company”) (NasdaqGS:CSBK),
the parent company for Clifton Savings Bank (the “Bank”), announced
today that the Company has received conditional approval from the
Board of Governors of the Federal Reserve System to reorganize from
the two-tier mutual holding company structure to the stock holding
company structure and commence a “second-step” stock offering of
new shares of common stock. The Company also announced that the
registration statement relating to the sale of common stock by the
new holding company for Clifton Savings Bank, Clifton Bancorp Inc.,
has been declared effective by the Securities and Exchange
Commission.
Clifton Bancorp is offering for sale between 16,575,000 and
22,425,000 shares of common stock at a purchase price of $10.00 per
share. The shares of common stock to be offered by new Clifton
Bancorp represent the approximately 63.4% of the Company’s common
stock that is currently owned by Clifton MHC. The shares will be
offered in a subscription offering first to depositors of the Bank
with a qualifying deposit as of September 30, 2012, second to the
Bank’s employee stock ownership plan, third to depositors of the
Bank with a qualifying deposit as of December 31, 2013 and finally
to depositors of the Bank as of January 31, 2014 and borrowers of
the Bank as of March 3, 2004 whose loans continue to be outstanding
as of January 31, 2014. Information regarding the second-step
conversion and stock offering will be mailed to eligible
subscribers on or about February 18, 2014. Any shares of common
stock that are not subscribed for in the subscription offering may
be offered for sale to members of the general public in a community
offering, with preference given first to persons residing in
Bergen, Passaic, Essex, Morris, Hudson and Union Counties in New
Jersey, and then to shareholders of the Company as of January 31,
2014.
The subscription and community offerings are being managed by
Sandler O’Neill & Partners, L.P. All questions concerning the
offering should be directed to the Company’s stock information
center at (973) 777-1825, which will open on Tuesday, February 18,
2014.
At the conclusion of the conversion and offering, shareholders
of the Company other than Clifton MHC will receive shares of common
stock of Clifton Bancorp pursuant to an “exchange ratio” designed
to preserve their approximate aggregate percentage ownership
interest. The exchange ratio will depend on the number of shares
sold in the offering and will range from 0.9559 shares to 1.2933
shares for each share of Company common stock. At the conclusion of
the conversion and offering, Clifton Bancorp will be 100% owned by
public shareholders.
The second step conversion must be approved by members of
Clifton MHC as of January 31, 2014 and shareholders of the Company
as of January 31, 2014 at a special meeting of members and a
special meeting of shareholders, respectively, both to be held on
March 25, 2014. In addition, completion of the conversion and
offering is subject to the receipt of final regulatory approvals
and other customary closing conditions.
The Company also announced that, as a result of the commencement
of its second step offering, the Board of Directors intends to
postpone the declaration and payment of its cash dividend that is
customarily paid in mid-February. The delay will eliminate the need
to pay a dividend to Clifton MHC, which would further dilute the
exchange ratio for existing shareholders in the conversion. The
Board intends to pay the dividend as promptly as practicable
following completion of the conversion.
The Company is the holding company of the Bank, a federally
chartered savings bank headquartered in Clifton, New Jersey. The
Bank operates a total of 12 full-service banking offices in
northeast New Jersey. At December 31, 2013, the Company had
consolidated total assets of $1.1 billion, gross loans of $578.8
million, total deposits of $774.5 million and total shareholders’
equity of $191.5 million.
This release is neither an offer to sell nor a solicitation of
an offer to buy common stock. The offer is made only by the
prospectus when accompanied by a stock order form. The shares of
common stock of the Company are not savings accounts or savings
deposits, may lose value and are not insured by the Federal Deposit
Insurance Corporation or any other government agency.
Clifton Bancorp will file a proxy statement/prospectus
concerning the conversion with the Securities and Exchange
Commission. Shareholders of the Company are urged to read the proxy
statement/prospectus because it contains important information.
Investors are able to obtain all documents filed with the
Securities and Exchange Commission by Clifton Bancorp free of
charge at the Securities and Exchange Commission’s website,
www.sec.gov. In addition, documents filed with the Securities and
Exchange Commission by Clifton Bancorp are available free of charge
from the Corporate Secretary of Clifton Bancorp at 1433 Van Houten
Avenue, Clifton, New Jersey 07013. The directors, executive
officers, and certain other members of management and employees of
Clifton Bancorp will participate in the solicitation of proxies in
favor of the conversion from the shareholders of the Company.
Information about the directors and executive officers of Clifton
Bancorp is included in the proxy statement/prospectus filed with
the Securities and Exchange Commission.
This press release contains certain forward-looking statements
about the conversion and reorganization. Forward-looking statements
include statements regarding anticipated future events and can be
identified by the fact that they do not relate strictly to
historical or current facts. They often include words such as
“believe,” “expect,” “anticipate,” “estimate,” and “intend” or
future or conditional verbs such as “will,” “would,” “should,”
“could,” or “may.” Forward-looking statements, by their nature, are
subject to risks and uncertainties. Certain factors that could
cause actual results to differ materially from expected results
include delays in consummation of the conversion, difficulties in
selling the conversion stock or in selling the conversion stock
within the expected time frame, increased competitive pressures,
changes in the interest rate environment, general economic
conditions or conditions within the securities markets, and
legislative and regulatory changes that could adversely affect the
business in which the Company is engaged.
Clifton Savings Bancorp, Inc.Bart D’Ambra, 973-473-2200
Clifton Bancorp Inc. (MM) (NASDAQ:CSBK)
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