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Investors Bancorp, Inc.
ISBC ("Company"), the holding company for Investors Bank, and Roma
Financial Corporation
ROMA, the federally-chartered holding company
for Roma Bank, today jointly announced the signing of a definitive merger
agreement. Roma Financial Corporation, MHC (Roma MHC), a federally chartered
mutual holding company, owns approximately 74.5% of Roma Financial
Corporation. As of September 30, 2012, Roma Financial Corporation operated 26
branches in Burlington, Ocean, Mercer, Camden and Middlesex counties, New
Jersey, and had assets of $1.84 billion, deposits of $1.49 billion and
stockholders' equity of $218.8 million.
Under the terms of the merger agreement, 100% of the shares of Roma Financial
will be converted into Investors Bancorp common stock. Each outstanding share
of Roma Financial common stock, including shares owned by Roma MHC, will be
converted into 0.8653 shares of Investors Bancorp common stock upon completion
of the merger. The transaction is valued at $15.00 per Roma Financial common
share based on Investors Bancorp's average closing stock price for the ten-day
trading period ending on December 18, 2012. Shares to be issued to Investors
Bancorp MHC, representing the stock held by Roma MHC, would be reissued in a
possible future second step conversion by Investors Bancorp. Upon closing of
the merger, Investors Bancorp expects to issue 25,875,411 shares of common
stock, including 19,541,701 shares to Investors MHC. The aggregate merger
consideration to be received by Roma Financial minority shareholders is $113.5
million.
Three members of Roma Financial Corporation's board of directors will be
appointed to the board of directors of Investors Bank and its holding
companies. The remaining Roma Board members will serve on an Advisory Board.
Under the terms of the merger agreement, Roma MHC will merge into Investors
Bancorp, MHC (Investors MHC), with Investors MHC surviving, to be followed by
the merger of Roma Financial Corporation into Investors Bancorp, with
Investors Bancorp surviving, and the merger of Roma Bank into Investors Bank,
with Investors Bank surviving. Depositors of Roma Bank will become depositors
of Investors Bank, and will have the same rights and privileges in Investors
MHC as if their accounts had been established in Investors Bank on the date
established at Roma Bank. The merger has been approved by each company's board
of directors and is anticipated to close in the second quarter of 2013,
subject to the approval of Investor Bancorp and Roma Financial shareholders,
Roma MHC members, regulatory approvals and other customary closing
conditions.
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