CHEVIOT, Ohio, Nov. 15, 2011 /PRNewswire/ -- Cheviot
Financial Corp ("Cheviot-Federal") (Nasdaq: CHEV), announced today
that Cheviot Financial Corp., a Maryland corporation ("New Cheviot"), and the
proposed holding company for Cheviot Savings Bank, and Cheviot
Mutual Holding Company have received conditional regulatory
approval for New Cheviot to commence its stock offering in
connection with Cheviot Mutual Holding Company's proposed
mutual-to-stock conversion. Cheviot Financial Corp. also announced
today that the registration statement relating to the sale of
common stock of New Cheviot has been declared effective by the
Securities and Exchange Commission.
New Cheviot is offering for
sale the 61.5% ownership interest in Cheviot-Federal owned by
Cheviot Mutual Holding Company, which is equivalent to between
$37.4 million and $50.6 million, or
between 4,675,000 and 6,325,000 shares of common stock at
$8.00 per share. New Cheviot may increase the number of shares that
it sells in the offering, without notice to persons who have
subscribed for shares, by up to 15%, to $58.2 million or 7,273,750 shares, as a result of
market conditions or changes in financial markets. The number of
shares to be sold in the offering and issued to public stockholders
in a share exchange is based on an independent appraisal of the
estimated pro forma market value of New Cheviot.
At the conclusion of the conversion and offering, the shares of
common stock held by the public stockholders of Cheviot-Federal
will be exchanged for between 0.8570 and 1.1594 shares of New
Cheviot, subject to a 15% increase of up to 1.3333 shares,
depending on the number of shares sold in the offering. The
exchange will result in the public stockholders owning
approximately the same percentage of New Cheviot as they owned in
Cheviot-Federal. New Cheviot will
be 100% publicly owned, and Cheviot-Federal and Cheviot Mutual
Holding Company will each cease to exist.
New Cheviot is offering the
common stock in a subscription offering to eligible former and
current depositors of Cheviot Savings Bank as well as eligible
depositors of the former The Franklin Savings and Loan Company.
Shares of common stock not subscribed for in the subscription
offering may be offered to the public in a community offering. On
or about November 21, 2011, offering
materials will be mailed to eligible current and former depositors
of Cheviot Savings Bank and eligible depositors of the former The
Franklin Savings and Loan Company. Proxy materials will be
mailed to depositors of Cheviot Savings Bank and stockholders of
Cheviot-Federal. The subscription offering and community
offering are expected to expire at 2:00
p.m., Eastern Time, on December
20, 2011. Shares not sold in the subscription and
community offerings are expected to be sold in a syndicated
community offering that will commence at a later date.
New Cheviot has established a Stock Information Center,
which will open on November 23, 2011.
The Stock Information Center's telephone number is
1-877-643-8198. Hours of operation will be from 10:00 a.m. to 4:00 p.m., Monday through Friday
except bank holidays. A copy of the prospectus and stock
order form may be obtained by contacting the Stock Information
Center beginning on November 23,
2011. The subscription and community offerings are
expected to expire on December 20,
2011.
The completion of the conversion and offering is subject to,
among other things, selling a minimum of 4,675,000 shares in the
offering and the receipt of all necessary final regulatory
approvals, the receipt of the approval of the depositors of Cheviot
Savings Bank, and the receipt of the approval of the stockholders
of Cheviot Financial Corp. Special meetings will be held regarding
the depositor and shareholder votes on the approval of the
conversion.
The transaction is currently expected to close in
January 2012. Stifel, Nicolaus
& Company, Incorporated is assisting New Cheviot in selling its
common stock in the subscription and community offerings on a best
efforts basis.
Forward Looking Statements -- This release may contain
certain "forward looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995, and may be
identified by the use of such words as "believe," "expect,"
"anticipate," "should," "planned," "estimated," and
"potential." Examples of forward looking statements include,
but are not limited to, estimates with respect to the financial
condition, results of operations and business of New Cheviot,
Cheviot-Federal and Cheviot Savings Bank that are subject to
various factors which could cause actual results to differ
materially from these estimates. These factors include, but
are not limited to, general economic and market conditions,
legislative and regulatory conditions, changes in interest rates
that affect Cheviot Savings Bank's interest rate spread, changes in
deposit flows, loan demand or real estate values and other
economic, governmental, competitive, regulatory and technological
factors that may affect New Cheviot, Cheviot-Federal and Cheviot
Savings Bank's operations.
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 offer will
be made only by means of the written prospectus forming part of the
registration statement (and, in the case of the subscription
offering, an accompanying stock order form).
Cheviot-Federal has filed a proxy statement/prospectus
concerning the conversion with the SEC. Stockholders of
Cheviot-Federal are urged to read the proxy statement/prospectus
because it contains important information. Investors are able to
obtain all documents filed with the SEC by Cheviot-Federal free of
charge at the SEC's website, www.sec.gov. In addition, documents
filed with the SEC by Cheviot-Federal are available free of charge
from the Corporate Secretary of Cheviot-Federal at Cheviot
Financial Corp. - a Federal corporation, 3723 Glenmore Avenue,
Cheviot, Ohio 45211, Attention:
Corporate Secretary.
The directors, executive officers, and certain other members
of management and employees of Cheviot-Federal are participants in
the solicitation of proxies in favor of the conversion from the
stockholders of Cheviot-Federal. Information about the directors
and executive officers of Cheviot-Federal is included in the proxy
statement/prospectus filed with the SEC.
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 or any other government
agency.
SOURCE Cheviot Financial Corp.