Roma Financial Corporation (Nasdaq:ROMA), the holding company of
Roma Bank, and Sterling Banks, Inc. (Nasdaq:STBK), the holding
company for Sterling Bank, jointly announced today that their
Boards of Directors have approved an Agreement and Plan of Merger
providing for Sterling to merge with and into a subsidiary of Roma
Financial in exchange for a cash payment to Sterling shareholders.
Under the terms of the merger agreement, which has been approved by
the boards of directors of both companies, Roma Financial will
acquire all of the outstanding shares of Sterling for a total
purchase price of approximately $14.7 million in cash, or $2.52 per
share for each share of Sterling common stock outstanding. The
transaction is subject to receipt of all required banking
regulatory approvals, Sterling stockholder approval and certain
financial and other contingencies.
Peter A. Inverso, President and Chief Executive Officer of Roma
Financial Corporation, commented, "We believe that our shareholders
recognize the commitment of Roma Bank to our community banking
philosophy. This is an opportunity to expand our geographic reach
into attractive markets and acquire a community bank franchise with
minimum impact on our capital and early earnings
accretion. This acquisition allows us to expand our market
presence in Burlington County and enter Camden County. We look
forward to servicing Sterling's loyal customers with the same
customer centric focus that distinguishes Roma in our dealings with
our customers, and are excited to add Sterling's 10 branch network
and its employees to our existing franchise."
"We are pleased to be able to partner with Roma Financial and
Roma Bank. Both companies have earned a great reputation in the
market in Central and Southern New Jersey. The combination of
talent, locations and increased presence in the market will enable
us to better serve our customers," noted Robert H. King, President
and CEO of Sterling.
Financial highlights include:
The pro forma institution is projected to have $1.7 billion in
assets and $1.3 billion in deposits.
The transaction is expected to be accretive to Roma's earnings
in the first full year of operations.
The projected dilution to tangible book value is less than 2%
and the projected tangible book value work back is less than 3
years.
Roma expects to be able to utilize a large portion of Sterling's
deferred tax asset.
Sterling Bank will merge with and into Roma Bank, with Roma Bank
as the surviving bank. Roma will appoint one of Sterling's
directors to its Board of Directors, and Robert H. King, President
and CEO of Sterling, will join Roma Bank as a senior
officer. It is expected that the merger will be consummated in
the third quarter of 2010.
The transaction is subject to certain conditions, including
requisite regulatory approval, the approval of Sterling's
stockholders, and Sterling maintaining its financial condition
through the closing such that Sterling's nonperforming assets,
inclusive of troubled debt restructurings, do not exceed $30.0
million for the period from January 1, 2010 through the
Closing Date, and Sterling's tangible common equity capital being
not less than $9.9 million on the Closing Date. At December 31,
2009, Sterling's tangible common equity was $15.0 million, and its
non-performing assets, inclusive of troubled debt restructurings,
were $23.9 million.
Sterling Banks, Inc. is the holding company of Sterling Bank, a
community bank headquartered in Mount Laurel, New
Jersey. Sterling Bank's 10 offices are located in Burlington
and Camden Counties in New Jersey. The common stock of Sterling
Banks, Inc. is traded on NASDAQ under the symbol "STBK". For
additional information about Sterling Bank, visit our website at
http://www.sterlingnj.com.
Roma Financial Corporation is the holding company of Roma Bank,
a community bank headquartered in Robbinsville, New
Jersey. Roma Bank has been serving families, businesses and
the communities of Central New Jersey for over 89 years with a
complete line of financial products and services. Roma Bank
has 14 branch locations in Mercer, Burlington and Ocean counties in
New Jersey. Visit Roma online at http://www.romabank.com
FinPro served as financial advisor to Roma and Malizia Spidi
& Fisch, PC was Roma's legal counsel in the
transaction. Sterling's financial advisor was Griffin
Financial, and its legal counsel was Stevens & Lee.
Forward Looking Statements
The foregoing material contains forward-looking statements
concerning Sterling and Roma. We caution that such statements
are subject to a number of uncertainties and readers should not
place undue reliance on any forward-looking statements. Sterling
and Roma do not undertake, and specifically disclaim, any
obligation to publicly release the results of any revisions that
may be made to any forward-looking statements to reflect the
occurrence of anticipated or unanticipated events or circumstances
after the date of such statements.
In connection with the merger, Sterling will file a proxy
statement with the Securities and Exchange Commission to be
distributed to the stockholders of Sterling. Stockholders are
urged to read the proxy statement regarding the proposed
transaction when it becomes available and any other relevant
documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important
information. Stockholders will be able to obtain a free copy
of the proxy statement, as well as other filings containing
information about Sterling and Roma, free of charge from the SEC's
website (http://www.sec.gov), by contacting Sterling Banks,
Attention: Robert H. King, telephone 856-273-5900. Sterling
and its directors, executive officers, and certain other members of
management and employees may be soliciting proxies from Sterling's
stockholders in favor of the transaction. Information regarding the
persons who may, under the rules of the SEC, be considered
participants in the solicitation of Sterling stockholders in
connection with the proposed transaction will be set forth in the
proxy statement when it is filed with the SEC. You can find
information about Sterling's executive officers and directors in
its most recent proxy statement filed with the SEC, which is
available at the SEC's website (http://www.sec.gov). You can also
obtain free copies of these documents from Sterling using the
contact information above.
CONTACT: Roma Financial Corporation
Peter A. Inverso, President and Chief Executive Officer
Sharon Lamont, Chief Financial Officer
609 223 8300
Sterling Banks, Inc.
Robert H. King, President
rking@sterlingnj.com
R. Scott Horner, Executive Vice President
shorner@sterlingnj.com
856 273 5900
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