Clifton Savings Bancorp, Inc. Announces Results of Special Meetings of Stockholders and Members
March 25 2014 - 4:00PM
Business Wire
Clifton Savings Bancorp, Inc., a federal corporation (the
“Company”) (NasdaqGS:CSBK), announced that, at separate meetings
held today, the stockholders of the Company and the members of
Clifton MHC (the “MHC”) have approved the Amended and Restated Plan
of Conversion and Reorganization pursuant to which Clifton Savings
Bank (the “Bank”) will convert from the mutual holding company to
the stock holding company form of organization.
As a result of the conversion, the MHC and the Company will
cease to exist and Clifton Bancorp Inc., a Maryland corporation,
will become the parent holding company of the Bank and will be
wholly owned by public shareholders. As previously disclosed,
Clifton Bancorp has received orders in a subscription offering
sufficient to complete the offering being conducted in connection
with the conversion. The closing of the conversion and offering is
subject to the satisfaction of customary closing conditions and is
expected to be completed on April 1, 2014.
A total of 17,059,448 shares of common stock will be sold in the
subscription offering at $10.00 per share, including 1,023,566
shares to be purchased by the Bank’s employee stock ownership plan.
As part of the conversion, each existing share of Company common
stock will be converted into the right to receive 0.9791 of a share
of Clifton Bancorp common stock. The exchange ratio is intended to
ensure that, immediately after the conversion and offering, the
public shareholders of the Company will have approximately the same
ownership interest in Clifton Bancorp as they owned in the Company
immediately prior to the conversion. Cash will be issued in lieu of
fractional shares based on the offering price of $10.00.
The Company’s common stock will continue to trade on the Nasdaq
Global Select Market under the trading symbol CSBK through April 1,
2014. Beginning on April 2, 2014, the shares of Clifton Bancorp
common stock will trade on the Nasdaq Global Select Market under
the same symbol.
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 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.
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, 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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