Somerset Savings Bank to Acquire Regal Bancorp in USD 58.4m Deal.
MANews-(C)2009-2022
New Jersey, US-based Somerset Savings Bank, SLA's board of directors has adopted a plan of conversion to convert from the mutual to stock form of organization, and then to merge with New Jersey-based Regal Bank, the bank said.
SR Bancorp, Inc., a newly formed Maryland corporation, has been organized to facilitate the conversion and offer shares of common stock to certain depositors of Somerset Savings and others in a subscription and community offering.
The number and price of the shares to be issued in the conversion offering will be based on an independent appraisal that has yet to be performed.
In addition, and to further support the communities in which Somerset Savings operates, it is intended that a charitable foundation will be established and funded with conversion stock and cash as part of the transaction.
In connection with the conversion, the boards of directors of Somerset Savings and SR Bancorp entered into a definitive agreement to merge with Regal Bancorp, Inc. and its subsidiary Regal Bank.
In the merger, Regal Bancorp will merge with and into SR Bancorp, with SR Bancorp as the surviving entity, and Regal Bank will merge with and into Somerset Savings, with Somerset Savings as the surviving institution under the name Somerset Regal Bank.
In connection with the conversion and merger, Somerset Savings also intends to convert to a New Jersey chartered commercial bank.
The plan of conversion establishes June 30, 2021 as the eligibility record date for determining the eligible account holders of Somerset Savings entitled to receive nontransferable subscription rights to purchase common stock.
The transactions contemplated by the plan are subject to approval by the voting members of Somerset Savings at a Special Meeting of Members; the Federal Deposit Insurance Corp. and the New Jersey Department of Banking and Insurance.
The formation of the holding company as the parent company of Somerset Savings is subject to the approval of the board of Governors of the Federal Reserve System and the Department, if required.
Under the merger agreement, Regal Bancorp shareholders may elect to receive 1.93 shares of SR Bancorp, Inc. common stock (based on a USD 10.00 per share offering price) or USD 19.30 in cash for each share of Regal Bancorp common stock, subject to the allocation and proration procedures set forth in the merger agreement, which require that 80% of the merger consideration be company common stock and 20%...
To continue reading
Request your trial