Meridian Interstate Bancorp, Inc. Announces Stock Offering Results and Expected Closing Date
July 24 2014 - 4:17PM
Meridian Interstate Bancorp, Inc. (the "Company") (Nasdaq:EBSB),
the holding company for East Boston Savings Bank, announced today
the results of the stock offering of Meridian Bancorp, Inc., a
newly formed corporation ("New Meridian") that is the proposed
successor holding company for East Boston Savings Bank. The closing
of the offering and the conversion from the mutual holding company
to stock holding company form of organization is expected to occur
on July 28, 2014.
A total of 32,500,000 shares of common stock are expected to be
sold in the subscription, community and syndicated community
offerings at $10.00 per share, for gross offering proceeds of
$325.0 million. The total is between the maximum and the adjusted
maximum of the offering range.
As part of the conversion, each existing share of Company common
stock held by current public stockholders will be converted into
the right to receive 2.4484 shares of New Meridian common stock.
The exchange ratio ensures that, after the conversion and offering,
the current public stockholders of the Company will maintain
approximately the same ownership interest in New Meridian as they
owned in the Company immediately prior to the closing of the
conversion, as adjusted to reflect certain assets held by Meridian
Financial Services, Incorporated, the Company's mutual holding
company. Cash will be issued in lieu of fractional shares based on
the offering price of $10.00 per share. Approximately 54,701,377
shares of New Meridian common stock will be outstanding after the
completion of the offering and the exchange, before taking into
account adjustments for fractional shares.
The Company's stock is expected to cease trading at the close of
business on July 28, 2014. New Meridian's common stock is expected
to trade on the Nasdaq Global Select Market under the trading
symbol "EBSB" beginning on July 29, 2014.
Direct Registration System ("DRS") statements for shares
purchased in the offering, and interest checks for any persons who
paid for their orders by check or wire deposit, are expected to be
mailed to purchasers on or about July 29, 2014. Company
stockholders holding shares in street name or in book-entry form
will receive shares of New Meridian common stock within their
accounts. Stockholders holding shares in certificated form will be
mailed a letter of transmittal on or about August 1, 2014
containing instructions as to how to exchange their shares.
Stockholders will receive a DRS statement and cash in lieu of
fractional shares after returning their Company stock certificates
and a properly completed letter of transmittal to New Meridian's
transfer agent.
This press release contains certain forward-looking statements
about the conversion and offering. 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 and offering, the
possibility of unforeseen delays in the delivery of direct
registration statements or checks related to the offering and the
exchange, and/or delays in the opening of trading due to market
disruptions or exchange-related operational issues.
A registration statement relating to these securities
has been filed with the United States Securities and Exchange
Commission. This press release is neither an offer to sell nor a
solicitation of an offer to buy common stock.
The shares of common stock are not savings accounts or
savings deposits, may lose value and are not insured by the Federal
Deposit Insurance Corporation, the Depositors Insurance Fund or any
other government agency.
CONTACT: Richard J. Gavegnano
Chairman, President and Chief Executive Officer
(978) 977-2211
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