Malvern Federal Bancorp Announces Approval of Plan of Conversion and Reorganization

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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