CARTERET, N.J.--(BUSINESS WIRE)--United Roosevelt Savings Bank (“United Roosevelt") and Wawel Bank ("Wawel Bank") (OTCPink: WAWL) jointly announced today that they have entered into a definitive agreement and plan of merger pursuant to which United Roosevelt will acquire Wawel Bank in an all-cash transaction valued at approximately $4.4 million, or $5.25 per share (excluding any shares held by Wawel Financial Services MHC (“Wawel MHC”), the mutual holding company for Wawel Bank, and subject to adjustment as provided for in the merger agreement).
Under the terms of the merger agreement, Wawel Bank will merge into United Roosevelt, with United Roosevelt the surviving entity, to be followed by the merger of Wawel MHC, which owns 60.8% of Wawel Bank’s outstanding common stock, into United Roosevelt, MHC, the holding company for United Roosevelt, with United Roosevelt, MHC as the surviving entity. In the mergers, all of the outstanding shares of Wawel Bank’s common stock will be cancelled, and all Wawel Bank stockholders other than Wawel MHC will be entitled to a payment of $5.25 per share in cash paid by United Roosevelt. The purchase price may increase or decrease based on Wawel Bank’s adjusted consolidated stockholders’ equity capital as of two days prior to the effective date of the merger. As Wawel MHC has no shareholders, no additional merger consideration will be paid to third parties.
In the mergers, depositors of Wawel Bank will become depositors of United Roosevelt, and will have the same rights and privileges in United Roosevelt, MHC as if their accounts had been established in United Roosevelt on the date established at Wawel Bank. The mergers have been approved by each company's board of directors and are anticipated to close in the first quarter of 2017, subject to regulatory approvals, the approval of the shareholders of Wawel Bank and the members of Wawel MHC, and other customary closing conditions.
Background on Wawel Bank
Headquartered in Garfield, New Jersey, Wawel Bank currently operates two full-service banking centers located in Garfield and Wallington, New Jersey, with total assets of approximately $73.0 million, including $51.3 million in total gross loans and total deposits of approximately $65.0 million as of June 30, 2016.
Transaction Highlights
- Following the transaction, United Roosevelt will have approximately $163.1 million in total assets, $122.3 million in loans and $145.1 million in deposits, with three branches serving the Middlesex County and Bergen County, New Jersey markets.
- The mergers are expected to be accretive to United Roosevelt’s earnings in the first year after the acquisition closes.
Management Commentary
Kenneth R. Totten, President and CEO of United Roosevelt, stated, “This acquisition provides United Roosevelt with an excellent opportunity to expand in a strong northern New Jersey market. It provides a great opportunity to combine two community banks that share a deep commitment to their local markets. We believe that United Roosevelt will provide Wawel Bank customers with additional resources in the form of larger lending capacity, and additional products and support. We look forward to joining forces with Wawel Bank’s employees and customers and together growing our combined institution.”
George E. Niemczyk, President and CEO of Wawel Bank, echoed those comments stating, “We are very excited to be partnering with such a growing, well-managed organization as United Roosevelt. We each have a similar hometown customer relationship focus that we believe will mesh well together under the banner of a much larger combined banking institution. I am confident that decisions will continue to be made locally by bankers with a vested interest in our communities.”
P&G Associates served as financial advisor to United Roosevelt. Stevens & Lee is serving as legal counsel to United Roosevelt. Sandler O’Neill & Partners, L.P. served as financial advisor to Wawel Bank and rendered a fairness opinion. Windells Marx Lane & Mittendorf, LLP is serving as legal counsel to Wawel Bank.
About United Roosevelt
United Roosevelt Savings Bank is headquartered in Carteret, New Jersey and serves the personal and commercial banking needs of customers throughout the Middlesex County area. The bank’s suite of products and services includes personal banking, mobile banking, mortgages, home equity loans and lines of credit, as well as commercial mortgages for multi-family/mixed-use properties. More information about United Roosevelt Savings Bank is available at http://ursbank.com.
About Wawel Bank
Wawel Bank is a federally chartered savings bank headquartered in Garfield, New Jersey. The Bank opened for business in 1920 and currently operates two Bergen County full-service banking offices in Garfield and Wallington, New Jersey. The Bank provides a full suite of products and services including personal banking, mobile banking, on-line banking, mortgages, home equity loans and lines of credit, as well as commercial mortgages for multi-family/mixed-use properties. Wawel Bank provides personal and business banking services to small businesses and consumers within its communities it serves. For additional information about Wawel Bank, please visit http://www.wawelbank.com.
Statements made in this release, other than those concerning historical financial information, may be considered forward-looking statements, which speak only as of the date of this release and are based on current expectations and involve a number of assumptions. These include statements as to the anticipated benefits of the merger, including future financial and operating results, cost savings and enhanced revenues that may be realized from the merger as well as other statements of expectations regarding the merger and any other statements regarding future results or expectations. Each of United Roosevelt and Wawel Bank intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes of these safe harbor provisions. The entities' respective abilities to predict results, or the actual effect of future plans or strategies, is inherently uncertain. Factors that could have a material effect on the operations and future prospects of each of United Roosevelt and Wawel Bank and the resulting entity, include but are not limited to: (1) the businesses of United Roosevelt and/or Wawel Bank may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected timeframe; (3) revenues following the merger may be lower than expected; (4) customer and employee relationships and business operations may be disrupted by the merger; (5) the ability to obtain required regulatory and stockholder approvals, and the ability to complete the merger on the expected timeframe may be more difficult, time-consuming or costly than expected; (6) changes in interest rates, general economic conditions, legislation and regulation, and monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury, the Federal Deposit Insurance Corporation and the Board of Governors of the Federal Reserve System; (7) the quality and composition of the loan and securities portfolios, demand for loan products, deposit flows, competition, and demand for financial services in the companies' respective market areas; (8) the implementation of new technologies, and the ability to develop and maintain secure and reliable electronic systems; and (9) accounting principles, policies, and guidelines. Forward-looking statements reflect United Roosevelt's and Wawel Bank's management's analysis as of the date of this release, even if subsequently made available by United Roosevelt or Wawel Bank on their respective websites or otherwise. United Roosevelt and Wawel Bank undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.