CHEVIOT, Ohio, Jan. 12, 2012 /PRNewswire/ -- Cheviot
Financial Corp., the existing stock holding company for Cheviot
Savings Bank ("Cheviot Federal") (Nasdaq: CHEV), announced today
that Cheviot Financial Corp., a Maryland company ("New Cheviot"), which is the
proposed successor stock holding company for Cheviot Savings Bank
in connection with the mutual-to-stock conversion of Cheviot Mutual
Holding Company, expects to sell 4,675,000 shares of common stock
at $8.00 per share, for gross
offering proceeds of $37.4 million,
in its stock offering. Orders for a total of 2,489,488 shares
of common stock have been accepted in the syndicated community
offering, for which Stifel, Nicolaus & Company, Incorporated
acted as sole book-running manager. New Cheviot received orders for 2,185,512 shares
of common stock in the subscription and community offerings, for
which Stifel, Nicolaus & Company, Incorporated acted as selling
agent. All orders properly executed in the subscription and
community offerings will be filled in whole, including the order by
New Cheviot's employee stock ownership plan.
Concurrent with the completion of the offering, shares of
Cheviot Federal's common stock owned by the public will be
exchanged for shares of New Cheviot's common stock so that Cheviot
Federal's existing stockholders will own approximately the same
percentage of New Cheviot's common stock as they owned of Cheviot
Federal's common stock immediately prior to the conversion. As a
result, stockholders of Cheviot Federal will receive 0.8570 shares
of New Cheviot's common stock for each share of Cheviot Federal
common stock they own immediately prior to completion of the
transaction. Cash in lieu of fractional shares will be paid
at a rate of $8.00 per share. As a
result of the offering and the exchange of shares, New Cheviot will
have approximately 7,596,896 shares outstanding after giving effect
to the transaction.
Subject to the receipt of final regulatory approvals, the
transaction is scheduled to close on January
18, 2012, at which time Cheviot Mutual Holding Company and
Cheviot Federal will cease to exist and New Cheviot will become the
fully public stock holding company of Cheviot Savings Bank.
The shares of common stock of Cheviot Federal will cease trading
under the trading symbol "CHEV" on the Nasdaq Capital Market at the
close of business on January 17,
2012. The shares of common stock sold in the offering and
issued in the exchange are expected to begin trading on the Nasdaq
Capital Market on January 18, 2012
under the trading symbol "CHEVD" for a period of 20 trading days
and will thereafter trade under "CHEV."
Stock certificates for shares purchased in the subscription
offering and community offering are expected to be mailed to
subscribers on or about January 18,
2012. Stockholders of Cheviot Federal holding shares in
street name will automatically receive shares of New Cheviot and
cash in lieu of fractional shares within their investment
accounts. Stockholders of Cheviot Federal holding shares in
certificated form will be mailed a letter of transmittal on or
about January 23, 2012 and will
receive stock certificates for their shares of New Cheviot common
stock and a check representing cash in lieu of fractional shares
after submitting their Cheviot Federal stock certificates and a
properly completed letter of transmittal to New Cheviot's transfer
agent.
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," "expected," "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 or their operations.
SOURCE Cheviot Financial Corp.