Loading...
Loading...
Clifton Savings Bancorp
, the parent
company for Clifton Savings Bank (the "Bank"), announced today that the
Company has received conditional approval from the Board of Governors of the
Federal Reserve System to reorganize from the two-tier mutual holding
company structure to the stock holding company structure and commence a
"second-step" stock offering of new shares of common stock. The Company also
announced that the registration statement relating to the sale of common
stock by the new holding company for Clifton Savings Bank, Clifton Bancorp
Inc., has been declared effective by the Securities and Exchange Commission.
Clifton Bancorp is offering for sale between 16,575,000 and 22,425,000
shares of common stock at a purchase price of $10.00 per share. The shares
of common stock to be offered by new Clifton Bancorp represent the
approximately 63.4% of the Company's common stock that is currently owned by
Clifton MHC. The shares will be offered in a subscription offering first to
depositors of the Bank with a qualifying deposit as of September 30, 2012,
second to the Bank's employee stock ownership plan, third to depositors of
the Bank with a qualifying deposit as of December 31, 2013 and finally to
depositors of the Bank as of January 31, 2014 and borrowers of the Bank as
of March 3, 2004 whose loans continue to be outstanding as of January 31,
2014. Information regarding the second-step conversion and stock offering
will be mailed to eligible subscribers on or about February 18, 2014. Any
shares of common stock that are not subscribed for in the subscription
offering may be offered for sale to members of the general public in a
community offering, with preference given first to persons residing in
Bergen, Passaic, Essex, Morris, Hudson and Union Counties in New Jersey, and
then to shareholders of the Company as of January 31, 2014.
The subscription and community offerings are being managed by Sandler
O'Neill & Partners, L.P. All questions concerning the offering should be
directed to the Company's stock information center at (973) 777-1825, which
will open on Tuesday, February 18, 2014.
At the conclusion of the conversion and offering, shareholders of the
Company other than Clifton MHC will receive shares of common stock of
Clifton Bancorp pursuant to an "exchange ratio" designed to preserve their
approximate aggregate percentage ownership interest. The exchange ratio will
depend on the number of shares sold in the offering and will range from
0.9559 shares to 1.2933 shares for each share of Company common stock. At
the conclusion of the conversion and offering, Clifton Bancorp will be 100%
owned by public shareholders.
The second step conversion must be approved by members of Clifton MHC as of
January 31, 2014 and shareholders of the Company as of January 31, 2014 at a
special meeting of members and a special meeting of shareholders,
respectively, both to be held on March 25, 2014. In addition, completion of
the conversion and offering is subject to the receipt of final regulatory
approvals and other customary closing conditions.
The Company also announced that, as a result of the commencement of its
second step offering, the Board of Directors intends to postpone the
declaration and payment of its cash dividend that is customarily paid in
mid-February. The delay will eliminate the need to pay a dividend to Clifton
MHC, which would further dilute the exchange ratio for existing shareholders
in the conversion. The Board intends to pay the dividend as promptly as
practicable following completion of the conversion.
The Company is the holding company of the Bank, a federally chartered
savings bank headquartered in Clifton, New Jersey. The Bank operates a total
of 12 full-service banking offices in northeast New Jersey. At December 31,
2013, the Company had consolidated total assets of $1.1 billion, gross loans
of $578.8 million, total deposits of $774.5 million and total shareholders'
equity of $191.5 million.
This release is neither an offer to sell nor a solicitation of an offer to
buy common stock. The offer is made only by the prospectus when accompanied
by a stock order form. The shares of common stock of the Company are not
savings accounts or savings deposits, may lose value and are not insured by
the Federal Deposit Insurance Corporation or any other government agency.
Clifton Bancorp will file a proxy statement/prospectus concerning the
conversion with the Securities and Exchange Commission. Shareholders of the
Company are urged to read the proxy statement/prospectus because it contains
important information. Investors are able to obtain all documents filed with
the Securities and Exchange Commission by Clifton Bancorp free of charge at
the Securities and Exchange Commission's website, www.sec.gov. In addition,
documents filed with the Securities and Exchange Commission by Clifton
Bancorp are available free of charge from the Corporate Secretary of Clifton
Bancorp at 1433 Van Houten Avenue, Clifton, New Jersey 07013. The directors,
executive officers, and certain other members of management and employees of
Clifton Bancorp will participate in the solicitation of proxies in favor of
the conversion from the shareholders of the Company. Information about the
directors and executive officers of Clifton Bancorp is included in the proxy
statement/prospectus filed with the Securities and Exchange Commission.
This press release contains certain forward-looking statements about the
conversion and reorganization. Forward-looking statements include statements
regarding anticipated future events and can be identified by the fact that
they do not relate strictly to historical or current facts. They often
include words such as "believe," "expect," "anticipate, " "estimate," and
"intend" or future or conditional verbs such as "will, " "would," "should,"
"could," or "may." Forward-looking statements, by their nature, are subject
to risks and uncertainties. Certain factors that could cause actual results
to differ materially from expected results include delays in consummation of
the conversion, difficulties in selling the conversion stock or in selling
the conversion stock within the expected time frame, increased competitive
pressures, changes in the interest rate environment, general economic
conditions or conditions within the securities markets, and legislative and
regulatory changes that could adversely affect the business in which the
Company is engaged.
Loading...
Loading...
© 2024 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.
Benzinga simplifies the market for smarter investing
Trade confidently with insights and alerts from analyst ratings, free reports and breaking news that affects the stocks you care about.
Join Now: Free!
Already a member?Sign in