American Bancorp of New Jersey, Inc. Announces Merger Consideration Election, Allocation & Proration Results for Merger with ...
May 27 2009 - 4:00PM
Business Wire
American Bancorp of New Jersey, Inc. (NASDAQ: ABNJ) (�American�
or the �Company�), the holding company for American Bank of New
Jersey, today announced results of elections made by stockholders
of the Company as to the form and allocation of merger
consideration to be received in exchange for their shares of
American common stock resulting from the merger of the Company with
and into Investors Bancorp, Inc. (�Investors�). American�s
shareholders approved the merger with Investors at the Company�s
annual meeting held on May 19, 2009.
Under the terms of the Agreement and Plan of Merger dated
December 14, 2008, amended as of March 9, 2009, 65% of American
common stock will be converted into Investors common stock and the
remaining 35% will be converted into cash. American stockholders
were given the option to receive either 0.9218 shares of Investors
common stock, $12.50 in cash, or a combination of Investors common
stock and cash for each American common share owned, subject to
proration to ensure that in the aggregate 65% of the American
shares will be converted into Investors common stock.
In accordance with the terms of the Agreement and Plan of
Merger, and based upon the election results and allocation
procedures:
- American stockholders who made a
stock election for all or a portion of their shares of American
common stock will receive 0.9218 shares of Investors common stock
for each of their stock election shares.
- Since the cash merger
consideration was oversubscribed, American stockholders who made a
cash election for all or a portion of their shares of American
common stock will receive the cash consideration of $12.50 per
share for approximately 39% of their cash election shares and will
receive 0.9218 shares of Investors common stock per share for
approximately 61% of their cash election shares.
- American stockholders who did
not make a valid election prior to 5:00 p.m. on May 18, 2009 will
receive 0.9218 shares of Investors common stock for each of their
shares of American common stock, upon completion of a letter of
transmittal being mailed to them.
No fractional shares of Investors common stock will be issued.
In lieu of such fractional shares, Investors will pay to each
former holder of American common stock an amount in cash without
interest, equal to the product of (i) the fraction of a share to
which such holder would otherwise have been entitled and (ii) the
average of the daily closing sales prices of a share of Investors
common stock as reported on Nasdaq for the five consecutive trading
days immediately preceding the closing date.
Please call Registrar and Transfer Company at 1-800-368-5948
for information regarding individual allocation results.
The Company anticipates that the merger will close on May 31,
2009. It is anticipated that the merger consideration will be sent
to American stockholders who sent in a properly completed stock
election form approximately ten days after the close of the merger.
A reminder letter will be sent to all remaining former American
stockholders after the close of the merger.
At March 31, 2009, American Bancorp of New Jersey, Inc. had
total assets of $666.9 million. American Bank of New Jersey
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
This press release contains forward-looking statements with
respect to American Bancorp of New Jersey, Inc. These
forward-looking statements involve certain risks and uncertainties.
Factors that may cause actual results to differ materially from
those contemplated by such forward-looking statements, include
among others, the following possibilities: (1) changes in the
interest rate environment; (2) competitive pressure among financial
services companies; (3) general economic conditions including an
increase in non-performing loans that could result from an economic
downturn; (4) changes in legislation or regulatory requirements;
(5) difficulties in continuing to improve operating efficiencies;
(6) difficulties in the integration of acquired businesses; and (7)
increased risk associated with an increase in commercial
real-estate and business loans and non-performing loans.
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