Malvern Federal Bancorp
MLVF, the holding company for Malvern Federal Savings
Bank (the "Bank"), announced today that the Plan of Conversion and
Reorganization, providing for the "second-step" conversion of Malvern Federal
Mutual Holding Company, the Company's mutual holding company parent, was
approved by the shareholders of the Company and the members of the mutual
holding company at separate meetings held on October 2, 2012. The conversion
and offering are expected to be completed on or about October 11, 2012. The
closing of the transaction is subject to the satisfaction of final regulatory
approval and customary closing conditions.
As a result of the conversion and offering, Malvern Federal Mutual Holding
Company and the Company will cease to exist and Malvern Bancorp, Inc.
("Malvern Bancorp—New"), the new Pennsylvania corporation formed to facilitate
the conversion, will become the parent holding company of the Bank and will be
wholly owned by public shareholders.
A total of 3,636,875 shares of common stock of Malvern Bancorp-New is expected
to be sold in the subscription offering at $10.00 per share for gross proceeds
of $36.4 million. Concurrent with the completion of the offering, the
outstanding shares of the Company common stock (except for the shares owned by
the mutual holding company, which will be cancelled) will be exchanged for
shares of Malvern Bancorp—New common stock. As a result, each existing share
of Company common stock is expected to be converted into the right to receive
1.0748 shares of Malvern Bancorp—New common stock. The exchange ratio ensures
that, after the conversion and offering, the public shareholders will maintain
approximately the same ownership interest in Malvern Bancorp—New as they owned
in the Company. Cash will be issued in lieu of fractional shares based on the
offering price of $10.00. Upon completion of the conversion, the total shares
outstanding after the stock offering and the exchange is expected to be
approximately 6,558,762 shares.
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