Investors Bancorp, Inc. (NASDAQ: ISBC) and American Bancorp of
New Jersey, Inc. (NASDAQ: ABNJ) jointly announced today they have
amended the merger agreement for Investors Bancorp to acquire
American Bancorp of New Jersey.
Under the revised terms of the merger agreement, which has been
approved by the boards of directors of both companies, 65% of
American Bancorp shares will be converted into Investors Bancorp
common stock and the remaining 35% will be converted into cash,
compared to a 70% stock and 30% cash consideration mix as set forth
in the original merger agreement. The exchange ratio of 0.9218
share of Investors Bancorp common stock for each share of American
Bancorp common stock (for those American Bancorp shareholders who
are to receive Investors Bancorp common stock) remains
unchanged.
Based on Investors Bancorp�s closing stock price of $7.90 on
March 12, 2009, each share of American Bancorp common stock would
be valued at approximately $9.11, with the aggregate merger
consideration totaling $99 million.
Investors Bancorp expects the decline in transaction value from
the original merger agreement date to the amended agreement date
will reduce the amount of goodwill created in the transaction from
approximately $56 million to approximately $13 million, increase
the anticipated internal rate of return on the transaction from the
lower teens to in excess of 20%, and reduce the dilution to fully
converted tangible book value from 4% to 3%. The impact on
Investors Bancorp�s earnings is not expected to differ materially
from previously announced expectations regarding the original
transaction structure.
The companies also agreed to modify the termination conditions
with respect to a decline in Investors Bancorp common stock price.
As amended, the agreement allows American Bancorp to terminate the
transaction in the event of an absolute decline in Investors common
stock of 30%, and a 30% relative decline to the SNL Thrift Index
(subject to right of Investors Bancorp to �fill�). Prior to this
amendment, American Bancorp could terminate the agreement in the
event of a 20% absolute decline in Investors Bancorp stock price
and a 20% relative decline to the SNL Thrift Index. The methodology
in calculating the fill provision was also amended.
The transaction is expected to close during the second calendar
quarter of 2009, subject to customary closing conditions, including
regulatory approvals and approval by American Bancorp�s
shareholders.
Citigroup Global Markets Inc. acted as financial advisor to
Investors Bancorp, and Luse, Gorman, Pomerenk & Schick, P.C.
acted as legal advisor. Keefe, Bruyette & Woods, Inc. acted as
financial advisor to American Bancorp of New Jersey, and Silver
Freedman & Taff, L.L.P. acted as legal advisor.
About Investors Bancorp
Investors Bancorp, Inc. is the holding company for Investors
Savings Bank (the �Bank�), a New Jersey chartered savings bank
which operates from its corporate headquarters in Short Hills, New
Jersey, and fifty-three branch offices located in Essex, Hunterdon,
Middlesex, Monmouth, Morris, Ocean, Somerset, Union and Warren
Counties, New Jersey.
About American Bancorp of New Jersey
American Bancorp of New Jersey, Inc. is a New Jersey corporation
organized in May 2005 for the purpose of being the holding company
for American Bank of New Jersey, a federally-chartered stock
savings bank. American Bancorp maintains its headquarters and one
full service bank branch in Bloomfield, New Jersey with four
additional branch locations in Cedar Grove, Verona, Nutley and
Clifton, New Jersey.
Forward-Looking Statements
Certain statements contained herein are �forward looking
statements� within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934.
Such forward looking statements may be identified by reference to a
future period or periods, or by the use of forward looking
terminology, such as �may,� �will,� �believe,� �expect,�
�estimate,� �anticipate,� �continue,� or similar terms or
variations on those terms, or the negative of those terms. Forward
looking statements are subject to numerous risks, as described in
Investors Bancorp�s SEC filings, and uncertainties, including, but
not limited to, those related to the real estate and economic
environment, particularly in the market areas in which Investors
Bancorp operates, competitive products and pricing, fiscal and
monetary policies of the U.S. Government, changes in government
regulations affecting financial institutions, including regulatory
fees and capital requirements, changes in prevailing interest
rates, acquisitions and the integration of acquired businesses,
credit risk management, asset-liability management, the financial
and securities markets and the availability of and costs associated
with sources of liquidity.
Investors Bancorp wishes to caution readers not to place undue
reliance on any such forward looking statements, which speak only
as of the date made. Investors Bancorp wishes to advise readers
that the factors listed above could affect Investors Bancorp�s
financial performance and could cause Investors Bancorp�s actual
results for future periods to differ materially from any opinions
or statements expressed with respect to future periods in any
current statements. Investors Bancorp does not undertake and
specifically declines any obligation to publicly release the
results of any revisions, which may be made to any forward looking
statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or
unanticipated events.
Additional Information
Investors Bancorp will file a registration statement, a proxy
statement/prospectus and other relevant documents concerning the
proposed transaction with the Securities and Exchange Commission
(the �SEC�). Shareholders are urged to read the registration
statement and the proxy statement/prospectus when it becomes
available and any other relevant documents filed with the SEC, as
well as any amendments or supplements to those documents, because
they will contain important information. You will be able to obtain
a free copy of the proxy statement/prospectus, as well as other
filings containing information about Investors Bancorp and American
Bancorp at the SEC�s Internet site (http://www.sec.gov). Copies of
the proxy statement/prospectus to be filed by Investors Bancorp
also can be obtained, when available and without charge, by
directing a request to Investors Bancorp, Inc., Attention: Domenick
Cama, EVP and Chief Operating Officer, 101 JFK Parkway, Short
Hills, NJ 07078, (973) 924-5105, or to American Bancorp of New
Jersey, Attention: Eric Heyer, SVP and Chief Financial Officer, 365
Broad Street, Bloomfield, New Jersey 07003, (973) 748-3600.
American Bancorp, Investors Bancorp and their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the shareholders of American
Bancorp in connection with the acquisition. Information about the
directors and executive officers of American Bancorp and their
ownership of American Bancorp common stock is set forth in American
Bancorp�s most recent proxy statement as filed with the SEC, which
is available at the SEC�s Internet site (http://www.sec.gov) and at
American Bancorp at the address in the preceding paragraph.
Information about the directors and executive officers of Investors
Bancorp is set forth in Investors Bancorp�s most recent proxy
statement filed with the SEC and available at the SEC�s Internet
site and from Investors Bancorp at the address set forth in the
preceding paragraph. Additional information regarding the interests
of these participants may be obtained by reading the joint proxy
statement/prospectus regarding the proposed transaction when it
becomes available.
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