Item 1.01. Entry into a Material Definitive Agreement.
On September 24, 2020, Standard AVB Financial
Corp. (the “Company” or “Standard”), the holding company for Standard Bank, PaSB (“Standard Bank”),
entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Dollar Mutual Bancorp (“Dollar”),
and Dollar Acquisition Sub, Inc., a wholly-owned subsidiary of Dollar (“Merger Sub”), pursuant to which Dollar will
acquire Standard.
Subject to the terms and subject to the
conditions of the Merger Agreement, Merger Sub will merge with and into Standard (the “Merger”), with Standard as the
surviving entity, and immediately following the effective time of the Merger, Standard will merge with and into Dollar, with Dollar
as the surviving entity (the “Second Step Merger”). It is anticipated that immediately following the consummation of
the Merger and the Second Step Merger, Standard Bank will continue operations as a wholly-owned subsidiary of Dollar.
The Merger Agreement has been unanimously
approved by the Boards of Directors of each of Standard and Dollar. Subject to the approval of the Merger Agreement by Standard’s
shareholders, the receipt of all required regulatory approvals and the satisfaction or waiver of other customary closing conditions,
the parties anticipate that the transactions contemplated by the Merger Agreement will close in the first half of 2021.
At the effective time of the Merger, each
outstanding share of Standard common stock, except for shares held by (i) the Company or Dollar (other than shares held in a fiduciary
capacity or in satisfaction of a debt previously contracted), and (ii) shares remitted to the Company prior to the effective time
of the Merger for repayment of a loan made to Standard Bank’s Employee Stock Ownership Plan, shall be converted into the
right to receive from Dollar $33.00 in cash, without interest (the “Merger Consideration”). In addition, each share
of unvested Standard restricted stock will fully vest and will be converted into the right to receive the Merger Consideration.
Each outstanding stock option for Standard common stock, whether vested or unvested, will be cancelled and converted into the right
to receive a cash payment equal to (i) the number of Standard shares subject to the option, times (ii) the difference, if positive,
between the Merger Consideration and the per share exercise price of the stock option.
The Merger is subject to customary closing
conditions, including the receipt of regulatory approvals and approval by the shareholders of the Company, and is expected to close
in the first half of 2021.
Concurrently with entering into the Merger
Agreement, Dollar entered into Voting Agreements with each of the directors and certain of the executive officers of the Company,
pursuant to which such shareholders agreed to vote their shares of Company common stock in favor of the Merger.
If the Merger is not consummated under specified
circumstances, the Company may be required to pay Dollar a termination fee of approximately $6.3 million.
The Merger Agreement also contains customary
representations and warranties that the Company and Dollar made to each other as of specific dates. The assertions embodied in
those representations and warranties were made solely for purposes of the contract between the Company and Dollar, and may be subject
to important qualifications and limitations agreed to by the parties in connection with negotiating its terms. Moreover, the representations
and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to
shareholders, and the representations and warranties may have been used to allocate risk between the Company and Dollar rather
than establishing matters as facts.
The foregoing is not a complete
description of the Merger Agreement and is qualified in its entirety by reference to the full text of the Merger Agreement,
which is filed as Exhibit 2.1 hereto and is incorporated herein by reference. The form of Voting Agreement is included as
Exhibit A to the Merger Agreement that is filed as Exhibit 2.1 hereto. For additional information, reference is made to the
joint press release dated September 25, 2020, which is included as Exhibit 99.1 and is incorporated herein by reference.
Important Additional Information and Where to Find It
In connection with the proposed transaction,
Standard expects to file with the Securities and Exchange Commission (“SEC”) a proxy statement of Standard, which proxy
statement will be mailed or otherwise disseminated to Standard’s shareholders when it becomes available. Standard also plan
to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE PROXY STATEMENT
AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
You may obtain a free copy of the proxy statement (if and when it becomes available) and other relevant documents filed by Standard
with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by Standard with the SEC will be available
free of charge on Standard’s website at www.standardbankpa.com (under the tab “Investor Relations”) or by
directing
a request to Standard AVB Financial Corp., 2640 Monroeville Boulevard, Monroeville, Pennsylvania 15146, attention: Kim J. Davis,
Corporate Secretary.
No Offer
This communication does not constitute an
offer to sell or the solicitation of an offer to buy any securities. No offering of securities shall be made except by means of
a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, and otherwise in accordance
with applicable law.
Participants in Solicitation
Standard and certain of its directors and
executive officers may be deemed to be participants in the solicitation of proxies from Standard’s stockholders in connection
with the merger. Information about Standard’s directors and executive officers is set forth in Standard’s proxy statement
for its 2020 annual meeting of stockholders, as filed with the Securities and Exchange Commission on April 14, 2020. Additional
information regarding the interests of these participants and any other persons who may be deemed participants in the transaction
may be obtained by reading the proxy statement regarding the proposed merger when it becomes available. Free copies of this document
may be obtained using the sources indicated above.
Forward Looking Statements
This report contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements include statements regarding the
anticipated closing date of the transaction and anticipated future results. Forward-looking statements can be identified by the
fact that they do not relate strictly to historical or current facts. They often include words like “believe”, “expect”,
“anticipate”, “estimate”, and “intend” or future or conditional verbs such as “will”,
“would”, “should”, “could” or “may”. Certain factors that could cause actual results
to differ materially from expected results include the ability to obtain regulatory approvals and meet other closing conditions
to the Merger (including approval by Standard’s stockholders) on the expected terms and schedule, delays in completing the
Merger, difficulties in achieving cost savings from the Merger or in achieving such cost savings within the expected time frame,
difficulties in integrating Standard, increased competitive pressures, changes in the interest rate environment, changes in general
economic conditions, legislative and regulatory changes that adversely affect the business in which Standard and Dollar are engaged,
changes in the securities markets and other risks and uncertainties. In addition, the COVID-19 pandemic is having an adverse impact
on Standard and other financial institutions, their customers and the communities they serve. Given its ongoing and dynamic nature,
it is difficult to predict the full impact of the COVID-19 outbreak on the business of Standard, Dollar and other financial institutions.
The extent of such impact will depend on future developments, which are highly uncertain, including when the coronavirus can be
controlled and abated and when and how the economy may be reopened or remain reopened.
Further information about these and other
relevant factors, risks and uncertainties may be found in Standard’s Annual Reports on Form 10-K for the fiscal year ended
December 31, 2019 and in subsequent filings with the Securities and Exchange Commission. Standard does not undertake, and specifically
disclaims any obligation, to publicly release the result of any revisions which 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. You are cautioned
not to place undue reliance on these forward-looking statements.