SHORT HILLS, N.J., Aug. 17, 2011 /PRNewswire/ -- Investors Bancorp,
Inc. (NASDAQ: ISBC) and Brooklyn Federal Bancorp, Inc. (NASDAQ:
BFSB) announced the signing of a definitive merger agreement under
which Investors Bancorp, Inc. will acquire Brooklyn Federal
Bancorp, Inc. for $0.80 per share or
approximately $10.3 million in the
aggregate. In addition, Investors Bancorp, Inc. entered into
a separate agreement with a real estate investment fund to sell
most of Brooklyn Federal Bancorp, Inc.'s commercial real estate
loan portfolio immediately following the completion of the merger
transactions discussed below.
The terms of the merger agreement specify that Brooklyn Federal
Bancorp, Inc., BFS Bancorp, MHC and Brooklyn Federal Savings Bank,
will merge with and into Investors Bancorp, Inc., Investors
Bancorp, MHC and Investors Savings Bank, respectively. After
the mergers, Brooklyn Federal Bancorp, Inc.'s shareholders, other
than BFS Bancorp, MHC, will receive $0.80 in cash for each common share they held
before the mergers resulting in a total cash payment of
$2.9 million. Shares of such
stock held by BFS Bancorp, MHC will be converted into common shares
of Investors Bancorp, Inc. Depositors of Brooklyn Federal
Savings Bank will become depositors of Investors Savings Bank, and
will have the same rights and privileges in Investors Savings Bank,
as if their accounts had been established in Investors Savings Bank
on the date established at Brooklyn Federal Savings Bank.
The mergers have been approved by the boards of directors of
each company and are expected to close in the fourth quarter of
2011, subject to customary closing conditions including regulatory
approvals and approval by Brooklyn Federal Bancorp, Inc.'s
shareholders and Brooklyn Bancorp, MHC's members, as may be
necessary under applicable regulatory guidance. Neither
Investors Bancorp, Inc.'s shareholders, nor Investors Bancorp,
MHC's depositors are required to approve the mergers.
Brooklyn Federal Bancorp, Inc. is the parent corporation of
Brooklyn Federal Savings Bank, a federally chartered savings bank
with $470 million in assets,
$411 million in deposits and five
full-service branches in Brooklyn
and Long Island. The
combined institution will have $10.7
billion in assets, $7.2
billion in deposits and 85 branches serving northern and
central New Jersey and
Brooklyn, Queens, and Long
Island, New York. No
branch consolidation is expected.
"We are pleased to announce the acquisition of Brooklyn Federal
whose branch network will further enhance our expansion into
New York," said Kevin Cummings, President and CEO of Investors
Bancorp, Inc. "We are committed to providing Brooklyn
Federal's customers with the same high level of service to which
they have become accustomed."
Gregg Wagner, President and CEO
of Brooklyn Federal Bancorp, Inc. commented, "The merger with
Investors will allow us to maintain, expand and enhance services
and products for our customers. In addition, the expanded
branch network will benefit the customers of both
institutions."
Investors Bancorp, Inc. anticipates the transaction will be
accretive to EPS in 2012, excluding one-time costs, and will result
in 0.5% dilution to estimated fully-converted tangible book value
at closing. In addition, Investors Bancorp, Inc. estimates that the
transaction will result in an internal rate of return in excess of
20%.
RBC Capital Markets, LLC acted as financial advisor to Investors
Bancorp, Inc. and Luse Gorman
Pomerenk & Schick, P.C. acted as its legal advisor.
Sandler O'Neill + Partners, L.P. acted as financial advisor
to Brooklyn Federal Bancorp, Inc. and Paul Hastings LLP acted as
its legal advisor.
Conference Call
Investors Bancorp, Inc. will hold a conference call regarding
this announcement on Wednesday, August
17, at 10:30 a.m. eastern
time. The toll-free dial-in number is: (877) 317-6789.
A telephone replay will be available on August 17, 2011 from 1:00
p.m. (ET) through November 17,
2011, 9:00 a.m. (ET). The
replay number is (877) 344-7529 password 10003307. The
conference call will also be simultaneously webcast on the Investor
Bancorp, Inc.'s website www.isbnj.com and archived for one
year.
About Investors Bancorp, Inc.
Investors Bancorp, Inc. is the holding company for Investors
Savings Bank, which operates from its corporate headquarters in
Short Hills, New Jersey, and as of
June 30, 2011 had eighty branch
offices located throughout New
Jersey and New York.
About Brooklyn Federal Bancorp, Inc.
Brooklyn Federal Bancorp, Inc. is the holding company for
Brooklyn Federal Savings Bank. Brooklyn Federal Savings Bank
is a federally chartered savings bank headquartered in Brooklyn, New York. Brooklyn Federal
Savings Bank's deposits are insured by the Federal Deposit
Insurance Corporation. It operates five full-service offices,
two located in Brooklyn, one in
Nassau and two in Suffolk County, New York.
Forward-Looking Statements
Certain statements contained in this press release that are not
statements of historical fact may constitute forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are statements
that include projections, predictions, expectations, or beliefs
about future events, such as statements about the effect of
the transactions on the EPS of Investors Bancorp, Inc. and the
anticipated closing date of the mergers. Although it is
believed that forward-looking statements are based upon reasonable
assumptions, there can be no assurance that actual results,
performance or achievements will not differ materially from any
results expressed or implied by such forward-looking statements or
that the mergers will close by the anticipated closing date.
Such forward-looking statements are subject to risks and
uncertainties, that could cause actual events or results to differ
materially from those described in the forward-looking statements
and include, but are not limited to, the risk that regulatory
approval and Shareholder Approval will not be obtained and those
risks described in the cautionary language included under the
headings "Risk Factors" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in Brooklyn
Federal Bancorp, Inc.'s Annual Report on Form 10-K for the fiscal
year ended September 30, 2010 and
Quarterly Reports on Form 10-Q for the quarters ended December 31, 2010, March
31, 2011 and June 30, 2011,
and in the cautionary language included under the headings "Risk
Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in Investors Bancorp, Inc.'s
Annual Report on Form 10-K for the fiscal year ended December 31, 2010, Quarterly Reports on Form 10-Q
for the quarters ended March 31, 2011
and June 30, 2011 and other filings
made by Brooklyn Federal Bancorp, Inc. and Investors Bancorp, Inc.
with the Securities and Exchange Commission (the "SEC").
Forward-looking statements speak only as of the date on which
such statements are made. No obligation is being undertaken to
update any forward-looking statement to reflect events or
circumstances after the date on which such statement is made, or to
reflect the occurrence of unanticipated events.
Additional Information
The foregoing description of the merger agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the merger agreement, which will be
filed with the SEC as an exhibit to a Form 8-K to be filed by
Brooklyn Federal Bancorp, Inc. on August 17,
2011. Investors are urged to read the merger agreement
for a more complete understanding of the terms of the mergers.
This press release does not constitute a solicitation of any
vote or approval. Brooklyn Federal Bancorp Inc. will be
filing with the SEC a proxy statement related to a special meeting
of its shareholders and other relevant documents related to the
approval by Brooklyn Federal Bancorp Inc.'s common shareholders of
the merger agreement and related transactions ("Shareholder
Approval"). We urge investors to read this proxy statement
and any other related documents to be filed with the SEC because
they will contain important information.
Once available, these documents will be obtainable free of
charge on the SEC's web site (www.sec.gov). In addition,
documents filed with the SEC by Brooklyn Federal Bancorp, Inc. will
be available free of charge from Greg
Wagner, Chief Executive Officer of Brooklyn Federal Bancorp,
Inc., at (718) 855-8500.
The directors, executive officers and certain other members of
management and employees of Brooklyn Federal Bancorp Inc. and
Investors Bancorp, Inc. may be deemed to be "participants" in the
solicitation of proxies for Shareholder Approval. Information
regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of Shareholder Approval
will be set forth in the proxy statement and the other relevant
documents to be filed with the SEC. Stockholders are urged
to read the proxy statement when it becomes available and any other
relevant documents filed by Brooklyn Federal Bancorp Inc.
with the SEC, as well as any amendments or supplements to those
documents, because they will contain important information.
You can find information about Brooklyn Federal Bancorp
Inc.'s executive officers and directors in its Annual Report on
Form 10-K for the fiscal year ended September 30, 2010 as filed with the SEC on
June 27, 2011. Information
about the directors and executive officers of Investors Bancorp,
Inc. is set forth in the proxy statement related to its 2011 annual
meeting of shareholders, as filed with the SEC on a
Schedule 14A on April 29,
2011.
SOURCE Investors Bancorp, Inc.