HOBOKEN, N.J. & SUMMIT, N.J.--(BUSINESS WIRE)--Haven Bancorp, Inc, the parent company of Haven Savings Bank, and Hilltop Community Bancorp, Inc. (OTCQB: HTBC), the parent company of Hilltop Community Bank, jointly announced the execution of an agreement and plan of merger (the “Merger Agreement”) that provides for the acquisition of Hilltop Community Bancorp, Inc. by Haven Bancorp, Inc. for $9.42 per common share in cash, or approximately $26.9 million.
Pursuant to the terms of the Merger Agreement, Hilltop Community Bancorp, Inc. will be merged with and into Haven Bancorp, Inc., with Haven Bancorp, Inc. surviving the merger (the “Merger”). Immediately after the Merger, Hilltop Community Bank will merge with and into Haven Savings Bank, with Haven Savings Bank surviving.
The merger is anticipated to close in the fourth quarter of 2013, and will increase Haven Bancorp’s total assets by more than $160 million, resulting in total assets immediately after closing of approximately $840 million. The acquisition will add three full service branches to Haven Savings’ existing six-branch network. Pursuant to the Merger Agreement, Haven Bancorp, Inc. and Haven Savings Bank will add Mortimer O’Shea, Hilltop Community Bancorp’s President and Chief Executive Officer, to their boards of directors.
John H. Wessling III, President and Chief Executive Officer of Haven Bancorp, Inc., said, “We are extremely pleased to announce that Hilltop Community Bank, an organization committed to building business relationships, will become part of Haven Savings Bank. The excellent track record of Hilltop Community Bank in commercial lending through a difficult credit cycle and developing a solid core deposit base demonstrates the quality of the people at their organization. We look forward to working with them and their clients for many years to come.”
Mr. Wessling continued, “With this acquisition, Haven will move into three very strong local markets – Summit, Berkeley Heights and Madison, be able to provide a wider range of lending and deposit services, attain greater scale and efficiencies, diversify its balance sheet and increase earnings.”
Mortimer O’Shea stated, “We set out in 2000 to build a bank that was close to the business community and we succeeded in doing that. As a new member of Haven’s board, I will seek to maintain the relationships we built over these thirteen years.” Richard Wellbrock, Chairman of Hilltop Community Bancorp, Inc., added, “We have always been proud of being a locally-based community bank and by partnering with Haven, we will continue that tradition.”
The Merger Agreement is subject to customary closing conditions, including approval by Hilltop Community Bancorp stockholders and applicable banking regulatory authorities.
Ambassador Financial Group, Inc., acted as financial adviser to Haven Bancorp, Inc. and Luse Gorman Pomerenk & Schick, P.C. acted as its legal counsel. Griffin Financial Group, LLC acted as financial adviser to Hilltop Community Bancorp, Inc. and Windels Marx Lane & Mittendorf, LLP acted as its legal counsel.
Haven Bancorp, Inc. is the parent company of Haven Savings Bank a state-chartered savings bank which has been in business since 1938. Haven’s primary business is residential lending. Haven’s main office is located in Hoboken with branches in Secaucus, Westwood, Montclair, Livingston and Westfield.
Hilltop Community Bancorp, Inc. is the parent holding company for Hilltop Community Bank. Hilltop Community Bank is a New Jersey state-chartered commercial bank which commenced operations in February 2000. Hilltop Community Bank operates as a locally headquartered community bank engaged in commercial banking. Hilltop Community Bank has offices in Summit, Berkeley Heights and Madison, and administrative offices in New Providence. Its service area includes surrounding communities in Union, Essex, Morris and Somerset Counties.
Statements in this release that are not strictly historical are “forward-looking statements” and are based upon current expectations that may differ materially from actual results. These forward-looking statements, identified by words such as “will,” “expected,” “believe,” and “prospects,” involve risks and uncertainties that could cause actual results to differ materially from those anticipated by the statements made herein. These risks and uncertainties involve general economic trends, our ability to complete the proposed acquisition, and changes in interest rates, increased competition, changes in consumer demand for financial services, the possibility of unforeseen events affecting the industry generally, and market disruptions. Haven Bancorp, Inc. and Haven Bank undertake no obligation to release revisions to these forward-looking statements publicly to reflect events or circumstances after the date hereof or to reflect the occurrence of unforeseen events.
