ASHLAND, Ky. and MT.
STERLING, Ky., April 1, 2015
/PRNewswire/ -- Poage Bankshares, Inc. ("Poage") (NasdaqCM
"PBSK"), the Ashland-based holding
company for Town Square Bank ("Town"), and Mt. Sterling-based Commonwealth Bank, F.S.B.
("Commonwealth") announced today that they have received regulatory
approval for Poage to commence its stock offering in connection
with its previously announced pending acquisition of Commonwealth
in a conversion merger transaction.
Poage is offering between 106,834 and 144,540 shares of common
stock, subject to increase to up to 166,221 shares, for sale at a
price of $12.73 per share. On
or about April 7, 2015, Poage will
mail stock offering materials to eligible depositors and borrowers
of Commonwealth who have subscription rights to purchase shares in
the subscription offering, and Commonwealth will mail proxy
solicitation materials to its members in connection with a Special
Meeting of Members to be held on May 5,
2015 for the purpose of voting on the approval of the
conversion merger transaction. Any shares not sold in the
subscription offering will be offered for sale in a community
offering to the general public, with preference given first to
certain residents of Montgomery County,
Kentucky, and then to stockholders of Poage as of the close
of business on February 28,
2015. The subscription offering, and any community offering,
will expire at 2:00 p.m., Eastern
Time, on April 28, 2015,
unless extended. Any shares not sold in the subscription
offering and in the community offering are expected to be offered
for sale in a syndicated community offering.
Information regarding the stock offering and voting by
Commonwealth's members may be obtained by contacting the Stock
Information Center at 1-(877) 860-2086 beginning April 8, 2015. The Stock Information Center
will be open Monday through Friday between
10:00 a.m. and 4:00 p.m., Eastern Time.
Keefe, Bruyette & Woods, Inc. is assisting Poage, on a best
efforts basis, in selling its common stock in the subscription
offering and in any community offering.
The completion of the conversion merger and the related stock
offering is subject to the sale by Poage of a minimum of 106,834
shares of common stock, the receipt of final regulatory approval
and the approval of Commonwealth's members, and the satisfaction of
other customary closing conditions. The transaction is
expected to close in the second quarter of 2015.
About Poage Bankshares, Inc.
Poage Bankshares Inc. is the savings and loan holding company
for Town Square Bank, a federally-chartered, FDIC-insured stock
savings association. Town, originally chartered in 1889,
operates from eight offices in Boyd, Greenup, Jessamine and Lawrence Counties in Kentucky. Town also
operates a loan production office in Cincinnati, Ohio.
About Commonwealth Bank, F.S.B.
Commonwealth Bank, F.S.B., a federally-chartered, FDIC-insured
mutual savings association, is a community-oriented financial
institution operating from its sole office in Mt. Sterling in Montgomery County, Kentucky.
Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act,
relating to present or future trends or factors affecting the
banking industry and, specifically, the financial operations,
markets and products of Poage and Commonwealth. Forward-looking
statements are typically identified by words such as "believe",
"plan", "expect", "anticipate", "intend", "outlook", "estimate",
"forecast", "will", "should", "project", "goal", and other similar
words and expressions. These forward-looking statements involve
certain risks and uncertainties. In addition to factors previously
disclosed in Poage's reports filed with the Securities and Exchange
Commission and those identified elsewhere in this press release,
the following factors among others, could cause actual results to
differ materially from forward-looking statements or historical
performance: ability to obtain regulatory approvals and meet other
closing conditions to the conversion merger, including approval by
the members of Commonwealth, on the expected terms and schedule;
delay in closing the conversion merger; difficulties and delays in
integrating the respective businesses of Poage and Commonwealth or
fully realizing expected cost savings and other expected benefits;
business disruption following the conversion merger; changes in
asset quality and credit risk; changes in interest rates and
capital markets; inflation; customer acceptance of Poage's products
and services; customer borrowing, repayment, investment and deposit
practices; customer disintermediation; the introduction,
withdrawal, success and timing of business initiatives; competitive
conditions; the inability to implement proposed integration plans;
economic conditions; and the impact, extent and timing of
technological changes, capital management activities, and other
actions of the Federal Reserve Board and legislative and regulatory
actions and reforms. Poage and Commonwealth undertake no obligation
to revise these forward-looking statements or to reflect events or
circumstances after the date of this press release.
Other Information
Poage has filed a registration statement relating to the shares
of common stock with the 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 is made only by
means of the written prospectus forming a part of the registration
statement (and, in the case of the subscription offering, an
accompanying stock order form).
The directors and executive officers of Commonwealth are
participants in the solicitation of proxies in favor of the
conversion merger from the members of Commonwealth.
Information regarding this solicitation is contained in the proxy
solicitation materials being mailed to the members of
Commonwealth.
The shares of common stock of Poage are not savings or deposit
accounts and are not insured by the Federal Deposit Insurance
Corporation or any other government agency.
Contacts:
Ralph E. "Gene" Coffman, Jr.
President and Chief Executive Officer
Poage Bankshares, Inc.
(606) 324-7196
Ryan C. Steger
President and Chief Executive Officer
Commonwealth Bank, F.S.B.
(859) 498-5728
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/poage-bankshares-inc-to-commence-stock-offering-associated-with-pending-conversion-merger-transaction-with-commonwealth-bank-fsb-300059672.html
SOURCE Poage Bankshares, Inc.