Kearny Financial Corp. and MSB Financial Corp. Announce the Receipt of Shareholder and Regulatory Approvals for Acquisition
May 28 2020 - 4:55PM
Kearny Financial Corp. (Nasdaq: KRNY) (“Kearny”) and MSB Financial
Corp. (Nasdaq: MSBF) (“MSB”) jointly announced that the parties
have received all the shareholder and regulatory approvals or
waivers necessary to complete the merger of MSB into Kearny. The
special meeting of MSB’s shareholders to approve the merger was
held on May 28, 2020. At the MSB special meeting, shareholders also
approved, on a non-binding advisory basis, the compensation that
may become payable to the named executive officers of MSB in
connection with the merger. The parties expect to close the merger
early in the third calendar quarter of 2020, subject to the
satisfaction of customary closing conditions.
The combined company is expected to have
approximately $7.37 billion in assets and a network of 50 full
service banking locations.
About Kearny Financial
Corp.Kearny Financial Corp. is the parent company of
Kearny Bank which operates from its administrative headquarters in
Fairfield, New Jersey, and a total of 46 retail branch offices
located throughout northern and central New Jersey and Brooklyn and
Staten Island, New York. At March 31, 2020, Kearny Financial Corp.
had approximately $6.8 billion in total assets. Kearny Bank was
recently named to Forbes’ list of 100 Fastest Growing
Companies.
About MSB Financial Corp.MSB
Financial Corp. is the holding company for Millington Bank, a state
chartered savings bank headquartered in Millington, New Jersey.
Millington Bank is a metropolitan, community-focused bank serving
residents and businesses in its market area through four
full-service branch offices located in northern New Jersey.
Forward Looking StatementsThis
communication contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements include, but are not limited to,
statements about (i) the benefits of the merger between Kearny and
MSB, including anticipated future results, cost savings and
accretion to reported earnings that may be realized from the
merger; (ii) Kearny and MSB’s plans, objectives, expectations and
intentions and other statements contained in this presentation that
are not historical facts; and (iii) other statements identified by
words such as “expects,” “anticipates,” “intends,” “plans,”
“believes,” “seeks,” “estimates” or words of similar meaning.
Annualized, pro forma, projected and estimated numbers are used for
illustrative purpose only, are not forecasts and may not reflect
actual results.
Forward-looking statements involve risks and
uncertainties that may cause actual results to differ materially
from those in such statements. The following factors, among others,
could cause actual results to differ materially from the
anticipated results expressed in the forward-looking statements:
the businesses of Kearny and MSB may not be combined successfully,
or such combination may take longer than expected; the cost savings
from the merger may not be fully realized or may take longer than
expected to be realized; operating costs, customer loss and
business disruption following the merger may be greater than
expected; the interest rate environment may further compress
margins and adversely affect new interest income; the risks
associated with continued diversification of assets and adverse
changes to credit quality; and difficulties associated with
achieving expected future financial results. Additional factors
that could cause actual results to differ materially from those
expressed in the forward-looking statements are discussed in
Kearny’s and MSB’s reports (such as the Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K)
filed with the Securities and Exchange Commission (the “SEC”) and
available at the SEC’s Internet website (www.sec.gov). All
subsequent written and oral forward-looking statements concerning
the proposed transaction or other matters attributable to Kearny or
MSB or any person acting on their behalf are expressly qualified in
their entirety by the cautionary statements above. Except as
required by law, Kearny and MSB do not undertake any obligation to
update any forward-looking statement to reflect circumstances or
events that occur after the date the forward-looking statement is
made.
For further information, contact:Kearny
Financial Corp.Craig Montanaro, President, Chief Executive Officer,
and Director (973) 244-4500
Keith Suchodolski, EVP and Chief Financial Officer (973)
244-4500
MSB Financial Corp.Michael Shriner, President and Chief
Executive Officer (908) 647-4000
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