Sterling Bank and Farnsworth Bancorp, Inc. Announce Merger
June 23 2006 - 6:09PM
PR Newswire (US)
MOUNT LAUREL, N.J., June 23 /PRNewswire-FirstCall/ -- Sterling Bank
(NASDAQ:STNJ) and Farnsworth Bancorp, Inc. (OTC:FNSW) (BULLETIN
BOARD: FNSW) and its subsidiary, Peoples Savings Bank, jointly
announced today that Sterling will acquire Farnsworth Bancorp, Inc.
for cash and stock in a merger valued at approximately $19.1
million. At March 31, 2006, Farnsworth had total assets of
approximately $106 million and had four locations in Bordentown,
Mount Laurel, Florence and Marlton, New Jersey. On a pro forma
basis as a result of the combination, Sterling Bank will reach
approximately $460 million in total assets with 11 branch locations
throughout the counties of Burlington and Camden in southern New
Jersey. The merger is subject to regulatory and shareholder
approvals and is expected to be completed during the fourth quarter
of 2006. Commenting on the merger, Robert H. King, President and
CEO of Sterling Bank, noted, "This combination provides Sterling
Bank with a unique opportunity to expand our Retail Banking Network
and broaden our product offerings in a very attractive geographic
area, which is directly adjacent to our primary markets." Gary N.
Pelehaty, President and Chief Executive Officer of Farnsworth,
stated, "We believe that our community banking philosophy and a
strong commercial lending focus will make for a great fit with
Sterling Bank and that the transition will be a smooth one for our
customers. We will continue to provide our customers the best mix
of products and services, with the added advantage of Sterling's
additional branch locations and larger size to better serve our
customers. We believe that this combination will create a stronger
bank for this marketplace." The agreement provides that Farnsworth
shareholders may elect to receive either 2.25 shares of Sterling
common stock, $27.50 in cash, or a mixture of cash and stock, for
each issued and outstanding share of Farnsworth common stock,
subject to an overall mix of 50 percent stock and 50 percent cash.
As previously announced, Sterling anticipates forming a holding
company, and assuming that it is approved by Sterling's
shareholders, the surviving company will be Sterling Banks, Inc.
Janney Montgomery Scott LLC acted as financial advisor to Sterling,
and Raymond James & Associates, Inc. acted as financial advisor
to Farnsworth. Sterling Banks, Inc. will amend its Registration
Statement on Form S-4, originally filed with the Securities and
Exchange Commission (SEC), on April 28, 2006 (File No. 333-133649)
which will contain the proxy materials of Farnsworth Bancorp, Inc.
and Sterling Bank and certain other information regarding Sterling.
These proxy materials will set forth complete details of the
merger. Investors will be able to obtain a copy of the proxy
materials free of charge at the SEC's Web site at
http://www.sec.gov/. The materials may also be obtained for free by
directing a written request to Sterling Bank, 3100 Route 38, Mount
Laurel, NJ, 08054, Attention: Secretary, and to Farnsworth Bancorp,
Inc., 789 Farnsworth Avenue, Bordentown, NJ, 08505, Attention:
Secretary. Investors are urged to carefully read the proxy
materials when filed with the SEC because they will contain
important information. Investors should read the proxy materials
before making a decision regarding the merger. Sterling Bank is a
community bank headquartered in Burlington County, New Jersey.
Sterling Bank's main office is located in Mount Laurel, New Jersey,
and its six other Community Banking Centers are located in
Burlington and Camden Counties in New Jersey. Sterling Bank began
operations in December 1990 with the purpose of serving consumers
and small to medium-sized businesses in its market area. The Bank's
deposits are insured to the applicable regulatory limits per
depositor by the Federal Deposit Insurance Corporation. Sterling
Bank is a member of the Federal Reserve System. The common stock of
Sterling Bank is traded on the NASDAQ Capital Market under the
symbol "STNJ". For additional information about Sterling Bank visit
our website at http://www.sterlingnj.com/. This news release may
contain certain forward-looking statements, such as statements of
the Bank's or Farnsworth's plans, objectives, expectations,
estimates and intentions. Forward-looking statements may be
identified by the use of words such as "expects," "subject,"
"believe," "will," "intends," "will be" or "would." These
statements are subject to change based on various important factors
(some of which are beyond the Bank's or Farnsworth's control) and
actual results may differ materially. Accordingly, readers should
not place undue reliance on any forward-looking statements (which
reflect management's analysis only as of the date of which they are
given). These factors include general economic conditions, trends
in interest rates, the ability of our borrowers to repay their
loans, the ability of the Bank to effectively manage its growth,
and results of regulatory examinations, among other factors.
Sterling Bank and Farnsworth caution that the foregoing list of
important factors is not exclusive. Readers should carefully review
the risk factors described in other documents the Bank files from
time to time with the Federal Reserve, including the Bank's Annual
Report on Form 10-KSB for the year ended December 31, 2005,
Quarterly Reports on Form 10-QSB, and Current Reports on Form 8-K
and documents Farnsworth files from time to time with the
Securities and Exchange Commission, including Farnsworth's Annual
Report on Form 10-KSB for the year ended September 30, 2005,
Quarterly Reports on Form 10-QSB, and Current Reports on Form 8-K.
Farnsworth, and its directors and executive officers, may be deemed
to be "participants" in Farnsworth's solicitation of proxies in
connection with the proposed merger. Information regarding
participants, including their holdings of Farnsworth stock, is
contained in the Farnsworth Bancorp, Inc. definitive proxy
materials relating to its 2006 annual meeting of shareholders as
filed with the SEC on January 13, 2006. Sterling Bank, and its
directors and executive officers, may be deemed to be
"participants" in Sterling Bank's solicitation of proxies in
connection with the proposed holding company reorganization and
merger. Information regarding the names of directors and executive
officers and their respective interests in the Bank by security
holdings or otherwise is set forth in the Bank's proxy statement
relating to the 2005 annual meeting of shareholders, which may be
obtained free of charge at the Bank's website at
http://www.sterlingnj.com/ or by calling R. Scott Horner,
Secretary, at 865-273-5900. The foregoing communication does not
constitute an offer to sell any securities and is not a
solicitation of an offer to buy any securities. Such an offer will
only be made by means of a prospectus. DATASOURCE: Sterling Bank
CONTACT: Robert H. King, President and CEO of Sterling Banks,
Inc./Sterling Bank, +1-856-273-5900; or Gary N. Pelehaty, President
and CEO of Farnsworth Bancorp, Inc./Peoples Savings Bank,
+1-609-298-0723 Web site: http://www.sterlingnj.com/
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