BROOKLYN, N.Y., Sept. 9, 2011 /PRNewswire/ -- On September 6, 2011, Brooklyn Federal Bancorp, Inc.
(the "Company") received a letter (the "Notification Letter") from
the Listing Qualifications Department of the NASDAQ Stock Market
LLC ("NASDAQ") notifying the Company that it no longer meets the
NASDAQ Capital Market's continued listing requirements under NASDAQ
Listing Rule 5550(a)(2) (the "Bid Price Rule"). The
Notification Letter states that the minimum bid price of the
Company's common stock has traded below $1.00 per share for 30 consecutive business days
and that the Company is therefore not in compliance with the Bid
Price Rule.
The Notification Letter has no effect at this time on the
listing of the Company's common stock on the NASDAQ Capital Market
and the Company's common stock will continue to trade on the NASDAQ
Capital Market under the symbol "BFSB."
The Notification Letter states that the Company will be afforded
180 calendar days, or until March 5,
2012, to regain compliance with the Bid Price Rule. To
regain compliance, the closing bid price of the Company's common
stock must meet or exceed $1.00 per
share for at least ten consecutive business days. If the
Company does not regain compliance by March
5, 2012, NASDAQ will provide written notification to the
Company that the Company's common stock will be subject to
delisting from the NASDAQ Capital Market. The Company
may, however, be eligible for an additional grace period if certain
conditions are met. The Company may also appeal NASDAQ's
delisting determination to a NASDAQ Hearings Panel.
The Company intends to actively monitor the bid price of its
common stock and will consider available options to resolve the
deficiency and regain compliance with the NASDAQ requirements.
However, the Company is also a party to a definitive merger
agreement (the "Merger Agreement"), under which the Company is
expected to merge with Investors Bancorp, Inc. (the "Merger") in
the fourth quarter of 2011, which is expected to result in the
cancellation of all of the Company's outstanding common stock,
thereby rendering the Bid Price Rule deficiency moot.
Caution About Forward-Looking Statements
This press release may contain 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 anticipated closing
date of the transaction discussed herein. 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 Company will close on the Merger 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 Stockholder Approval (as defined below)
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 the Company'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 other filings made by the Company 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 is not complete and is
qualified in its entirety by reference to the full text of the
Merger Agreement, which was filed by the Company with the SEC on
Form 8-K on August 17,
2011. Stockholders are urged to read the Merger
Agreement for a more complete understanding of the terms of the
Merger.
This press release does not constitute a solicitation of any
vote or approval. The Company will be filing with the
SEC a proxy statement (the "Special Meeting Proxy") related to its
upcoming special meeting of shareholders wherein shareholders will
be asked to approve the Merger Agreement and related transactions,
including the Merger ("Stockholder Approval"). We urge
stockholders to read the Special Meeting Proxy 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 the Company will be available free of charge
from Gregg J. Wagner, President and Chief Executive Officer of
the Company, at (718) 855-8500.
The directors, executive officers and certain other members of
management and employees of the Company may be deemed to be
"participants" in the solicitation of proxies for Stockholder
Approval. Information regarding the persons who may, under
the rules of the SEC, be considered participants in the
solicitation of Stockholder Approval will be set forth in the
Special Meeting Proxy and the other relevant documents to be filed
with the SEC. Stockholders are urged to read the
Special Meeting Proxy when it becomes available and any other
relevant documents filed by the Company with the SEC, as well as
any amendments or supplements to those documents, because they will
contain important information. You can find
information about the Company's executive officers and directors in
the proxy statement related to its 2011 annual meeting of
shareholders, which was filed on August 22,
2011.
SOURCE Brooklyn Federal Bancorp, Inc.