DNB Financial Corporation ("DNB") (NASDAQ:DNBF), the parent company
of DNB First, National Association, today announced that it has
obtained all required approvals necessary for DNB to consummate its
acquisition of East River Bank, Philadelphia, Pennsylvania ("East
River"). Approvals included DNB and East River shareholder
approvals, and regulatory approval from the Office of the
Comptroller of the Currency, the Board of Governors of the Federal
Reserve System and the Pennsylvania Department of Banking.
When the combination of the two organizations is
completed, DNB will have approximately $1.1 billion in assets, $764
million in loans, and $841 million in deposits, with 15 branch
offices in Chester, Delaware and Philadelphia counties. It will
become one of only six institutions with total assets of more than
$1 billion headquartered in Southeastern Pennsylvania. The
acquisition is expected to be immediately accretive to DNB’s
earnings per share, excluding one-time costs.
"This transaction establishes a more powerful DNB
that will benefit our customers, investors, employees and
communities," said William J. Hieb, president and chief executive
officer of DNB. "The efficiencies it creates are expected to
generate greater earnings for our shareholders, and enable us to
deliver a comprehensive set of financial products and services to
consumers and businesses throughout the greater Philadelphia
region. We welcome Christopher McGill and the East River team, and
look forward to the exciting opportunities our partnership
presents."
Mr. McGill, president and chief executive officer
of East River, will join DNB as executive vice president and chief
business development officer.
John F. McGill, Jr., chairman of East River, will
join the DNB board of directors as vice chairman; two other members
of the East River board of directors, Charles A. Murray and Daniel
O’Donnell, will also join the DNB board as independent directors.
James H. Thornton will continue to serve as chairman of the DNB
board.
Subject to customary closing conditions, the
transaction is expected to close on October 1, 2016. Following
closing of the transaction, East River Bank locations will continue
to operate under the East River Bank name until their conversion
during the first weekend of November, after which they will re-open
as DNB First locations on November 7, 2016.
About DNB Financial CorporationDNB
Financial Corporation is a bank holding company whose bank
subsidiary, DNB First, National Association, is a community bank
headquartered in Downingtown, Pennsylvania with 12 locations.
Founded in 1860, DNB First, in addition to providing a broad array
of consumer and business banking products, offers brokerage and
insurance services through DNB Investments & Insurance and
investment management services through DNB Investment Management
& Trust. DNB Financial Corporation’s shares are traded on
NASDAQ’s Capital Market under the symbol: DNBF. We invite our
customers and shareholders to visit our website at
http://www.dnbfirst.com. DNB's Investor Relations site can be found
at http://investors.dnbfirst.com.
Forward-Looking StatementsThis
press release contains “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995.
These statements include, but are not limited to, expectations or
predictions of future financial or business performance, conditions
relating to DNB and East River, or other effects of the proposed
merger of DNB and East River. These forward-looking statements
include statements with respect to DNB’s beliefs, plans,
objectives, goals, expectations, anticipations, estimates and
intentions, that are subject to significant risks and
uncertainties, and are subject to change based on various factors
(some of which are beyond DNB’s control). The words "may," "could,"
"should," "would," "will," "believe," "anticipate," "estimate,"
"expect," "intend," "plan" and similar expressions are intended to
identify forward-looking statements.
In addition to factors previously disclosed in the
reports filed by DNB with the Securities and Exchange Commission
(the “SEC”) and those identified elsewhere in this document, the
following factors, among others, could cause actual results to
differ materially from forward looking statements or historical
performance: delay in closing the merger; difficulties and delays
in integrating the East River business or fully realizing
anticipated cost savings and other benefits of the merger; business
disruptions following the merger; the strength of the United States
economy in general and the strength of the local economies in which
DNB and East River conduct their operations; the effects of, and
changes in, trade, monetary and fiscal policies and laws, including
interest rate policies of the Board of Governors of the Federal
Reserve System; the downgrade, and any future downgrades, in the
credit rating of the U.S. Government and federal agencies;
inflation, interest rate, market and monetary fluctuations; the
timely development of and acceptance of new products and services
and the perceived overall value of these products and services by
users, including the features, pricing and quality compared to
competitors' products and services; the willingness of users to
substitute competitors’ products and services for DNB’s products
and services; the success of DNB in gaining regulatory approval of
its products and services, when required; the impact of changes in
laws and regulations applicable to financial institutions
(including laws concerning taxes, banking, securities and
insurance); technological changes; additional acquisitions; changes
in consumer spending and saving habits; the nature, extent, and
timing of governmental actions and reforms; and the success of DNB
at managing the risks involved in the foregoing. Annualized, pro
forma, projected and estimated numbers presented herein are
presented for illustrative purpose only, are not forecasts and may
not reflect actual results.
DNB cautions that the foregoing list of important
factors is not exclusive. Readers are also cautioned not to place
undue reliance on these forward-looking statements, which reflect
management's analysis only as of the date of this press release,
even if subsequently made available by DNB on its website or
otherwise. DNB does not undertake to update any forward-looking
statement, whether written or oral, that may be made from time to
time by or on behalf of DNB to reflect events or circumstances
occurring after the date of this press release.
For a complete discussion of the assumptions, risks
and uncertainties related to our business, you are encouraged to
review our filings with the SEC, including our most recent annual
report on Form 10-K, as supplemented by our quarterly or other
reports subsequently filed with the SEC.
Important Additional Information and Where
to Find ItDNB has filed with the SEC a Registration
Statement on Form S-4 relating to the proposed merger, which
includes a prospectus for the offer and sale of DNB common stock as
well as the joint proxy statement of DNB and East River for the
solicitation of proxies from their shareholders for use at the
meetings at which the merger will be considered. This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. SHAREHOLDERS OF DNB AND EAST RIVER ARE URGED
TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY
STATEMENT-PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT
DOCUMENTS FILED BY DNB WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
A free copy of the joint proxy
statement-prospectus, as well as other filings containing
information about DNB, may be obtained at the SEC’s website at
http://www.sec.gov. You may also obtain these documents,
free of charge, from DNB at http://investors.dnbfirst.com. In
addition, copies of the joint proxy statement-prospectus may also
be obtained, free of charge by directing a request to DNB at 4
Brandywine Avenue, Downingtown, PA 19335-0904 or by contacting
Gerald F. Sopp at 484.359.3138 or
gsopp@dnbfirst.com or to East River at 4341
Ridge Avenue, Philadelphia, PA 19129 or by contacting Christopher
P. McGill at 267.295.6420 or cmcgill@eastriverbank.com.
For further information, please contact:
Investors – Gerald F. Sopp, Executive Vice President, Chief Financial Officer
484.359.3138
gsopp@dnbfirst.com
Media – Jonathan T. McGrain, Senior Vice President, Marketing
484.359.3221
jmcgrain@dnbfirst.com
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