Clifton Bancorp Inc. Announces Completion of Second Step Conversion and Offering and Intention to Declare Dividend
April 01 2014 - 4:00PM
Business Wire
Clifton Bancorp Inc., a Maryland corporation (the “Company”)
(NasdaqGS:CSBK), announced today that it has completed the
conversion of Clifton Savings Bank (the “Bank”) from the mutual
holding company to the stock holding company form of organization,
including the related stock offering conducted in connection with
the conversion. As a result of the closing of the conversion and
offering, the Company is now the holding company for the Bank, and
Clifton MHC, the Bank’s former mutual holding company, and Clifton
Savings Bancorp, Inc., the Bank’s former mid-tier holding company,
have ceased to exist. The results of the stock offering were
previously reported in the Company’s press release dated March 25,
2014.
Beginning on Wednesday, April 2, 2014, the shares of Company
common stock will trade on the Nasdaq Global Select Market under
the trading symbol CSBK.
Book entry statements reflecting shares purchased in the
offering are expected to be mailed to subscribers promptly
following the closing. Stockholders of Clifton Savings Bancorp
holding shares in street name will automatically receive shares of
Company common stock within their accounts. Stockholders of Clifton
Savings Bancorp holding shares in certificated form will receive
book entry statements for their shares of Company common stock
through the Company’s Direct Registration System after returning
their stock certificates with a properly completed letter of
transmittal to the Company’s transfer agent. Letters of transmittal
will be promptly sent out to shareholders by the Company’s transfer
agent. Cash will be paid in lieu of any fractional shares based on
the sale price in the offering of $10.00 per share. Approximately
26,593,180 shares of Company common stock will be outstanding after
the completion of the offering and the exchange, before taking into
account adjustments for fractional shares.
Sandler O’Neill & Partners, L.P. acted as marketing agent
for the Company in connection with the offering. Kilpatrick
Townsend & Stockton LLP acted as legal counsel to the Company
in connection with the reorganization and offering.
The Company also announced that its Board of Directors intends
to declare in May 2014 a combined $0.12 per share cash dividend for
the quarters ended December 31, 2013 and March 31, 2014. As
previously disclosed, the Company postponed the declaration and
payment of its cash dividend that is customarily paid in
mid-February to eliminate the need to pay a dividend to Clifton
MHC.
The Company is the holding company of the Bank, a federally
chartered savings bank headquartered in Clifton, New Jersey. The
Bank operates a total of 12 full-service banking offices in
northeast New Jersey. At December 31, 2013, the Company had
consolidated total assets of $1.1 billion, gross loans of $578.8
million, total deposits of $774.5 million and total shareholders’
equity of $191.5 million.
This press release contains certain forward-looking statements
about the conversion and reorganization and dividends.
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 delays in commencement of trading in the Company’s
shares, increased competitive pressures, changes in the interest
rate environment, the amount or timing of dividends, general
economic conditions or conditions within the securities markets,
and legislative and regulatory changes.
Clifton Bancorp Inc.Bart D’Ambra, 973-473-2200
Clifton Bancorp Inc. (MM) (NASDAQ:CSBK)
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