Northfield Bancorp, Inc. (Nasdaq:NFBK) and Flatbush Federal
Bancorp, Inc. (OTCBB:FLTB) announced the signing of a definitive
merger agreement under which Northfield Bancorp will acquire
Flatbush Federal Bancorp in an all stock transaction valued at
$6.50 per share of Flatbush common stock, based on the average
closing price of Northfield Bancorp common stock over the past 10
trading days. The transaction represents an aggregate value to
Flatbush Federal's minority stockholders of approximately $8.1
million.
Under the terms of the merger
agreement, consideration for the transaction will be comprised of
shares of Northfield Bancorp's common stock.
Flatbush Federal Bancorp, Flatbush Federal Bancorp, MHC, and
Flatbush Federal Savings and Loan Association will merge with and
into Northfield Bancorp, Northfield Bancorp, MHC, and Northfield
Bank, respectively. Flatbush Federal Bancorp stockholders will
receive 0.4748 shares of Northfield Bancorp common stock for each
share of Flatbush Federal Bancorp common stock they hold. Each
share held by Flatbush Federal Bancorp, MHC will be converted into
0.4748 common shares of Northfield Bancorp, Inc. and issued to
Northfield Bancorp, MHC.
The mergers have been approved by the Boards of Directors of
each company and are expected to close in the third quarter of
2012. Closing is subject to several conditions, including the
receipt of regulatory approvals and the approval of the
stockholders of Flatbush Federal Bancorp and the members of
Flatbush Federal Bancorp, MHC.
John W. Alexander, Chairman, President and Chief Executive
Officer of Northfield Bancorp said, "We are excited to announce the
acquisition of Flatbush Federal Bancorp as it represents a great
fit for Northfield. This transaction is consistent with
Northfield's strategic objective to expand its Brooklyn footprint
and the three additional branches enhance our ability to provide
outstanding service to our customers and the Brooklyn
community."
Jesus R. Adia, Chairman, President and Chief Executive Officer
of Flatbush Federal Bancorp said, "We, too are excited about this
transaction as this allows our customers to take advantage of a
larger branch network in Brooklyn and the other communities that
Northfield services as well. In addition to the added service
to our customers, the transaction is most beneficial to our
shareholders. We look forward to this new relationship."
At September 30, 2011, Flatbush had total assets of $144.1
million and deposits of $114.0 million. On January 13, 2012,
Flatbush closed on the sale of its main office building and
adjoining real estate resulting in an after-tax gain of
approximately $4.9 million. Northfield Bancorp, Inc.
anticipates the transaction will be accretive to book value per
share, tangible book value per share and earnings per share based
on expected cost savings estimates.
Stifel Nicolaus Weisel acted as financial advisor to Northfield
Bancorp, Inc. and Kilpatrick Townsend & Stockton LLP acted as
its legal advisor. Sandler O'Neill + Partners, L.P. acted as
financial advisor to Flatbush Federal Bancorp, Inc. and Nixon
Peabody LLP acted as its legal advisor.
About Northfield Bancorp, Inc. and Flatbush Federal
Bancorp, Inc.
Northfield Bancorp, Inc. is the holding company for Northfield
Bank, which was founded in 1887 and operates 23 full-service
banking offices in Staten Island and Brooklyn, New York and
Middlesex and Union counties, New Jersey. For more information
about Northfield Bank, please visit www.eNorthfield.com.
Flatbush Federal Bancorp, Inc. is the holding company for
Flatbush Federal Savings and Loan Association, which was founded in
1883 and operates three full-service banking offices in Brooklyn,
New York.
Forward-Looking Statements
This news release contains forward-looking
statements. These forward-looking statements may
include: management plans relating to the transaction; the expected
timing of the completion of the transaction; the ability to
complete the transaction; the ability to obtain any required
regulatory, stockholder, member or other approvals; any statements
of the plans and objectives of management for future or past
operations, products or services, including the execution of
integration plans; any statements of expectation or belief; and any
statements of assumptions underlying any of the
foregoing. Forward-looking statements are typically identified
by words such as "believe," "expect," "anticipate," "intend,"
"outlook," "estimate," "forecast," "project" and other similar
words and expressions. Forward-looking statements are
subject to numerous assumptions, risks and uncertainties, which
change over time. Forward-looking statements speak only
as of the date they are made. Neither Northfield Bancorp
nor Flatbush Federal Bancorp assume any duty and do not undertake
to update forward-looking statements. Because
forward-looking statements are subject to assumptions and
uncertainties, actual results or future events could differ,
possibly materially, from those that Northfield Bancorp or Flatbush
Federal Bancorp anticipated in its forward-looking statements and
future results could differ materially from historical
performance. Factors that could cause or contribute to such
differences include, but are not limited to, the possibility: that
expected benefits may not materialize in the timeframe expected or
at all, or may be more costly to achieve; that the transaction may
not be timely completed, if at all; that before the completion of
the transaction or thereafter, Northfield Bancorp's and Flatbush
Federal Bancorp's respective businesses may not perform as expected
due to transaction-related uncertainty or other factors; that the
parties are unable to successfully implement integration
strategies; that required regulatory, stockholder, member or other
approvals are not obtained or other closing conditions are not
satisfied in a timely manner or at all; reputational risks and the
reaction of the companies' customers to the transaction; diversion
of management time on merger-related issues; and those factors and
risks referenced from time to time in Northfield Bancorp's and
Flatbush Federal Bancorp's filings with the Securities and Exchange
Commission. For any forward-looking statements made in
this press release or in any documents, Northfield Bancorp and
Flatbush Federal Bancorp claim the protection of the safe harbor
for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995.
Additional Information About the Merger and Where to
Find It
In connection with the proposed merger transaction, Northfield
Bancorp will file with the Securities and Exchange Commission a
Registration Statement on Form S-4 that will include a Proxy
Statement of Flatbush Federal Bancorp, and a Prospectus of
Northfield Bancorp, as well as other relevant documents concerning
the proposed transaction. Stockholders are urged to
read the Registration Statement and the Proxy Statement/Prospectus
regarding the merger when it becomes available and any other
relevant documents filed with the Securities and Exchange
Commission, as well as any amendments or supplements to those
documents, because they will contain important
information.
A free copy of the Proxy Statement/Prospectus, as well as other
filings containing information about Northfield Bancorp and
Flatbush Federal Bancorp, may be obtained at the SEC's Internet
site (http://www.sec.gov). You will also be able to obtain these
documents, free of charge, from Northfield Bancorp at
www.eNorthfield.com under the tab "Investor Relations," within the
section "SEC Filings" and then under the heading "Documents." Also
you may obtain copies of these materials from Flatbush Federal
Bancorp by contacting Chief Executive Officer, Jesus R. Adia at
(718) 677-4414.
Northfield Bancorp and Flatbush Federal Bancorp and certain of
their directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders
of Flatbush Federal Bancorp in connection with the proposed merger.
Information about the directors and executive officers of
Northfield Bancorp is set forth in the proxy statement for
Northfield Bancorp's 2011 annual meeting of stockholders, as filed
with the SEC on a Schedule 14A on April 13, 2011. Information about
the directors and executive officers of Flatbush Federal Bancorp is
set forth in the proxy statement for Flatbush Federal Bancorp's
2011 annual meeting of shareholders, as filed with the SEC on a
Schedule 14A on March 28, 2011. Additional information
regarding the interests of those participants and other persons who
may be deemed participants in the transaction may be obtained by
reading the Proxy Statement/Prospectus regarding the proposed
merger when it becomes available. Free copies of this document may
be obtained as described in the preceding paragraph.
CONTACT: For Northfield Bancorp:
Investor Contacts:
Steven M. Klein,
Chief Operating and Financial Officer
M. Eileen Bergin, Investor Relations
(732) 499-7200
For Flatbush Federal Bancorp, Inc.:
Investor Contact:
Jesus R. Adia
President and Chief Executive Officer
(718) 677-4414
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