Malvern Bancorp, Inc. Announces Completion of Second Step Conversion and $36.4 Million Public Offering
October 11 2012 - 5:17PM
Malvern Bancorp, Inc. (the "Company" or "Malvern Bancorp-New")
(Nasdaq:MLVFD), announced today that it has completed the
"second-step" conversion pursuant to which the Company has become
the new holding company for Malvern Federal Savings Bank (the
"Bank").
As a result of the conversion and stock offering, Malvern
Federal Mutual Holding Company and Malvern Federal Bancorp, Inc.,
the former "mid-tier" holding company of the Bank (the "Mid-Tier
Holding Company"), have ceased to exist. As part of the conversion,
all of the publicly held shares of Mid-Tier Holding Company common
stock have been converted into the right to receive 1.0748 of
shares of Malvern Bancorp—New common stock and will no longer trade
on the Nasdaq Global Market. Shares of Malvern Bancorp—New common
stock will begin trading on the Nasdaq Global Market on October 12,
2012 under the trading symbol "MLVFD" for a period of 20 trading
days. Thereafter, the trading symbol will revert to "MLVF".
A total of 3,636,875 shares of common stock were sold in the
subscription offering at $10.00 per share for gross proceeds of
$36.4 million. Approximately 2,921,887 additional shares will be
issued in exchange for shares of Mid-Tier Holding Company common
stock. Cash will be issued in lieu of fractional shares based on
the offering price of $10.00 per share. The total shares
outstanding after the stock offering and the exchange are
approximately 6,558,762 shares.
Stock certificates for shares purchased in the subscription
offering have been mailed to subscribers. Shareholders of the
Mid-Tier Holding Company holding shares in street name or in
book-entry form will receive shares of Malvern Bancorp—New directly
through their accounts. Shareholders holding shares in certificated
form will be mailed a letter of transmittal on or about October 15,
2012 and will receive their shares of Malvern Bancorp—New common
stock and cash in lieu of fractional shares after returning their
stock certificates and a properly completed letter of transmittal
to the Company's transfer agent.
Stifel, Nicolaus & Company, Incorporated managed the stock
offering. Elias, Matz, Tiernan & Herrick L.L.P. acted as legal
counsel to the Company.
Malvern Bancorp, Inc. is the holding company for Malvern Federal
Savings Bank. Malvern Federal Savings Bank is a
federally-chartered, FDIC-insured savings bank that was originally
organized in 1887. The Bank conducts business from its headquarters
in Paoli, Pennsylvania, a suburb of Philadelphia, as well as eight
other financial centers located throughout Chester and Delaware
Counties, Pennsylvania.
This press release contains certain forward-looking statements
about the conversion and offering. 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 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 Malvern Bancorp, Inc.
and Malvern Federal Savings Bank are engaged.
Contact: Ronald Anderson
President and Chief Executive Officer
Phone:(610) 644-9400
Malvern Federal Bancorp, Inc. (MM) (NASDAQ:MLVFD)
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