Customers Bancorp And CMS Bancorp Announce Plans To Merge
Today, Customers Bancorp Inc. (OTCQB: CUUU), the parent company for Customers Bank, which currently has a single branch in Rye Brook, New York, and CMS Bancorp, Inc. (NASDAQ: CMSB), the parent company of CMS Bank, a five branch bank headquartered in White Plains, New York, jointly announced their execution of a definitive Agreement and Plan of Merger (the "Agreement"). Under the Agreement, Customers Bancorp will acquire via merger CMS Bancorp and ultimately CMS Bank. CMS Bank is a community and customer-oriented bank offering services to consumers and small businesses in Westchester County, New York, and the surrounding areas.
Upon closing of the transactions, Customers Bancorp will have retail banking offices located in the communities of Eastchester, Greenburgh, Mount Vernon, West Harrison, and Mount Kisco, in Westchester County, New York, as well as approximately $185 million in loans and $208 million in deposits. The CMS Bancorp acquisition is expected to be mildly accretive to Customers Bancorp's capital, earnings and book value per share within the first six months after closing. The total transaction value is approximately $20.8 million, and the Agreement provides for CMS Bancorp stockholders to receive shares of Customers Bancorp voting common stock based upon an exchange ratio determined at the closing of the transaction, with fractional shares to be cashed out. CMS Bancorp stock will be valued at 95% of CMS Bancorp's common stockholders' equity as of the month end prior to the closing, while Customers Bancorp stock will be valued at 125% of Customer Bancorp's modified stockholder equity as of the month end prior to closing. Modified stockholders' equity is defined as June 30, 2012 book value plus additions to retained earnings through the month-end prior to closing. Shares issued by Customers Bancorp in capital raises and purchase accounting adjustments from any other acquisitions will not be included in calculating modified stockholders' equity. Based on the March 31, 2012 book value per share of CMS Bancorp and the June 30, 2012 modified stockholders' equity of Customers Bancorp of $11.75 and $13.99, respectively, the exchange ratio would be 0.6383. The actual exchange ratio will likely be different at closing.
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