Dearborn Bancorp to Delist From Nasdaq and Commence Quotation on OTC Markets
November 23 2011 - 12:48PM
Dearborn Bancorp, Inc. (Nasdaq:DEAR), the Holding Company for
Fidelity Bank, today announced that it received a letter from The
Nasdaq Stock Market stating that the staff has rejected the
Company's compliance plan to cure a reporting deficiency under
Listing Rule 5250(c)(1) for the reasons detailed below. The letter
provides that, absent an appeal of the staff's determination by the
Company, trading in the Company's common stock will be suspended at
the opening of business on November 29, 2011, and Nasdaq will file
a Form 25-NSE with the Securities and Exchange Commission to remove
the Company's securities from listing and registration on Nasdaq.
As previously reported on August 19, 2011, the Company received
a letter from Nasdaq on August 18, 2011 stating that the Company
was not in compliance with Nasdaq Listing Rule 5250(c)(1) because
the Company did not timely file its Quarterly Report on Form 10-Q
for the period ended June 30, 2011 with the SEC. The Company
submitted a compliance plan to Nasdaq in a timely fashion, however,
due to the timing of the annual examination of its wholly owned
subsidiary Fidelity Bank, and management's inability to certify the
Company's financial statements until resolution of its disagreement
with the FDIC on certain accounting and regulatory issues, the
Company could not assure Nasdaq that it would be in compliance with
Listing Rule 5250(c)(1) by the required deadline. As such, the
Company's compliance plan was not accepted.
The Company has the right to appeal the Nasdaq staff's
determination to suspend trading in the Company's securities and
its delisting and deregistration from Nasdaq, but does not expect
to do so, due, in part, to the Company's belief that the interests
of the Company and its shareholders will be better served at the
present time through cost savings afforded by delisting from
Nasdaq.
Effective Monday, November 28, 2011, the Company anticipates
that transactions in the Company's stock will be reported on the
OTC Pink, Limited Information, under the symbol DEAR. The
Company's common stock will cease trading on Nasdaq at the opening
of the market on Tuesday, November 29, 2011 and will be quoted
through the facilities of the OTC Markets Group,
Inc. Investors will be able to view Level II real time stock
quotes for DEAR at http://www.otcmarkets.com.
Dearborn Bancorp, Inc. is a registered bank holding company. Its
sole banking subsidiary is Fidelity Bank. The Bank operates 15
offices in Wayne, Oakland, Macomb and Washtenaw counties in the
State of Michigan.
Forward-Looking Statements
This press release contains forward-looking statements (within
the meaning of the Private Securities Litigation Reform Act of
1995) that are based on current expectations. Words such as
"anticipates," "believes," "estimates," "expects," "forecasts,"
"intends," "is likely," "plans," "projects," variations of such
words and similar expressions are intended to identify such
forward-looking statements. These statements are not guarantees of
future performance and involve certain risks, uncertainties and
assumptions ("Future Factors") that are difficult to predict with
regard to timing, extent, likelihood and degree of occurrence.
Actual results and outcomes may materially differ from what is
expressed in forward-looking statements. Dearborn Bancorp
undertakes no obligation to update, amend or clarify
forward-looking statements, whether as a result of new information,
future events (whether anticipated or unanticipated), or otherwise.
Future Factors include changes in interest rates and interest rate
relationships; demand for products and services; the degree of
competition by traditional and non-traditional competitors; changes
in banking regulation; changes in tax laws; changes in prices,
levies and assessments; the impact of technological advances;
governmental and regulatory policy changes; the outcomes of
contingencies, trends in customer behavior as well as their ability
to repay loans; actions by bank regulators; availability of
capital; changes in local real estate values; changes in the
national and local economy; and other factors, including risk
factors disclosed from time to time in filings made by Dearborn
Bancorp with the Securities and Exchange Commission. These are
representative of the Future Factors and could cause a difference
between an ultimate actual outcome and a preceding forward-looking
statement.
CONTACT: Michael J. Ross
President & CEO
(313) 565-5700
Jeffrey L. Karafa
CFO
(313) 381-3200
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