Merger of Equals Expected to Close April 1, 2021
Transaction Will Create the Largest Black-Led Minority Depository Institution in the U.S.
Broadway Financial Corporation (("Broadway, NASDAQ:BYFC) in Los Angeles, CA and CFBanc Corporation ("City First") in Washington, D.C. announced today that their stockholders voted to approve the previously announced merger of equals of the two companies at the special meetings of their stockholders held today.
At the special meeting of Broadway's stockholders over 73% of the 19,281,758 shares entitled to vote were cast and more than 99% of the shares voted were voted in favor of the merger with City First. In addition, the Broadway stockholders approved the five other proposals for which stockholder approval was sought, with more than 96% of the shares having been voted in favor of each proposal, including for the following:
approval of the amended and restated certificate of incorporation, including amendments to effect the conversion of Broadway to a "public benefit corporation";
approval of an increase in the authorized number of shares of Broadway voting common stock, which will become Broadway Class A common stock upon completion of the merger; and
approval of proposed sales of up to 18,474,000 shares of Broadway common stock in private placements to institutional and accredited investors at a purchase price of $1.78 per share.
At the special meeting of City First's stockholders over 84% of the shares of each class of City First stock were cast and more than 99% of the shares voted in each class were voted in favor of the merger.
City First and Broadway previously announced that they have received all regulatory approvals necessary for consummation of their merger. With stockholder approval now obtained, the merger is expected to close on April 1, 2021 and their previously announced private placements of common stock are expected to close a few days thereafter.
Combining the two institutions will increase their collective commercial lending capacity for investments in multifamily affordable housing, small businesses, and nonprofit development in financially underserved urban areas, while creating a national platform for impact investors.
About Broadway Financial Corporation
About CFBanc Corporation
Additional Information and Where to Find it
Cautionary Statement Regarding Forward-Looking Information
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