HarborOne Bancorp, Inc. (“HarborOne”)(NASDAQ: HONE) and Coastway
Bancorp, Inc. (“Coastway”) (NASDAQ: CWAY) today announced that they
have entered into a definitive agreement under which HarborOne will
acquire Coastway in an all cash transaction valued at approximately
$125.6 million. Coastway stockholders will receive $28.25 for each
share of Coastway common stock. The transaction has been
unanimously approved by the boards of directors of both
companies.
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Coastway, the holding company of Coastway Community Bank, is
headquartered in Warwick, Rhode Island. With 9 branches in the
greater Providence area, as well as 3 mortgage lending offices,
Coastway has $739 million in assets and deposits of $477 million as
of December 31, 2017. The combined company will be the 12th largest
publicly-traded New England community bank based on total assets,
with 65 locations serving individuals and business across
Massachusetts, Rhode Island, New Hampshire and Maine. The combined
company will be positioned to be a major mortgage lender in New
England, and the number one mortgage lender in Rhode Island.
“This is a strategic acquisition for HarborOne, and a great fit
with our growth plan. The Rhode Island market is incredibly
attractive to us, and Coastway’s established position provides a
natural extension of our successful Commercial Lending business in
Rhode Island. This is a unique opportunity for HarborOne to access
excellent customer demographics and grow our business,” said James
Blake, President and Chief Executive Officer of HarborOne
Bancorp.
“We are expanding our footprint and growing our brand. But our
core principles remain the same,” commented HarborOne Bancorp
EVP/COO/CFO Joseph Casey. “HarborOne has a deep commitment to our
customers, our employees and our communities. Demonstrating our
commitment to those same constituencies in Rhode Island is top
priority – and it will drive our business growth more than
anything.”
William White, President and Chief Executive Officer of
Coastway, said, “HarborOne and Coastway have so much in common; our
values, our history, and the commitment we make to the customers
and communities that we serve. This is a great union for both
companies, and our customers will benefit with access to expanded
mobile banking capabilities, rewards and affinity programs, and new
products. For those who choose to use our branches, all of our
branches will remain open so they will continue to enjoy the
convenience they’re used to.”
The transaction is expected to close in the second half of 2018
and is subject to customary closing conditions, including the
approval of the stockholders of Coastway and required regulatory
approvals.
FIG Partners acted as financial advisor to HarborOne and Goodwin
Procter LLP acted as its legal advisor. Sandler O’Neill &
Partners, L.P. acted as financial advisor to Coastway and Luse
Gorman, PC acted as its legal advisor.
About HarborOne Bancorp, Inc.
HarborOne Bancorp, Inc. is the holding company for HarborOne
Bank, the largest co-operative bank in New England. HarborOne Bank
serves the financial needs of consumers, businesses, and
municipalities throughout Southeastern Massachusetts through a
network of 14 full-service branches, two limited service branches,
a commercial loan office in Providence, Rhode Island, a residential
lending office in Westford, Massachusetts, and 13 free-standing
ATMs. The Bank also provides a range of educational services
through “HarborOne U,” with classes on small business, financial
literacy and personal enrichment at two campuses located adjacent
to our Brockton and Mansfield locations. Merrimack Mortgage
Company, LLC, a subsidiary of HarborOne Bank, is a full-service
mortgage lender with 33 offices in Massachusetts, New Hampshire and
Maine, and also does business in seven additional states.
About Coastway Bancorp, Inc.
Coastway Bancorp, Inc. is the holding company for Coastway
Community Bank which was originally founded in 1920 as the
Telephone Workers Credit Union, which later changed its name to
Coastway Credit Union and converted to Coastway Community Bank in
2009. Coastway Community Bank is headquartered in Warwick, RI and
has nine branches in Rhode Island. Additional information is
available at www.coastway.com.
Forward-Looking Statements
Certain statements herein constitute forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Exchange Act and are intended to be
covered by the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements,
which are based on current expectations, estimates and projections
about the industry and markets in which HarborOne and Coastway
operate and beliefs of and assumptions made by HarborOne management
and Coastway management, involve uncertainties that could
significantly affect the financial results of HarborOne or Coastway
or the combined company. Such statements may be identified by words
such as “believes,” “will,” “would,” “expects,” “project,” “may,”
“could,” “developments,” “strategic,” “launching,” “opportunities,”
“anticipates,” “estimates,” “intends,” “plans,” “targets” and
similar expressions. These statements are based upon the current
beliefs and expectations of HarborOne and Coastway management and
are subject to significant risks and uncertainties. Actual results
may differ materially from those set forth in the forward-looking
statements as a result of numerous factors. Factors that could
cause such differences to exist include, but are not limited to,
adverse conditions in the capital and debt markets and the impact
of such conditions on HarborOne’s and Coastway’s business
activities; changes in interest rates; competitive pressures from
other financial institutions; the effects of general economic
conditions on a national basis or in the local markets in which
HarborOne and Coastway operates, including changes that adversely
affect borrowers’ ability to service and repay HarborOne’s or
Coastway’s loans; changes in the value of securities in HarborOne’s
investment portfolio; changes in loan default and charge-off rates;
fluctuations in real estate values; the adequacy of loan loss
reserves; decreases in deposit levels necessitating increased
borrowing to fund loans and investments; operational risks
including, but not limited to, cybersecurity, fraud and natural
disasters; changes in government regulation; changes in accounting
standards and practices; the risk that goodwill and intangibles
recorded in HarborOne’s or Coastway’s financial statements will
become impaired; demand for loans in HarborOne’s or Coastway’s
market area; HarborOne’s or Coastway’s ability to attract and
maintain deposits; risks related to the implementation of
acquisitions, dispositions, and restructurings; the risk that
HarborOne may not be successful in the implementation of its
business strategy; difficulties in integrating HarborOne and
Coastway; risks associated with the ability to consummate the
proposed transaction and the timing of the closing of the proposed
transaction; changes in assumptions used in making such
forward-looking statements and the risk factors described in the
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as
filed by HarborOne and Coastway with the Securities and Exchange
Commission (the “SEC”), which are available at the SEC’s website,
www.sec.gov. Should one or more of these risks materialize or
should underlying beliefs or assumptions prove incorrect,
HarborOne’s or Coastway’s actual results could differ materially
from those discussed. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date of this release. HarborOne and Coastway disclaim any
obligation to publicly update or revise any forward-looking
statements to reflect changes in underlying assumptions or factors,
new information, future events or other changes, except as required
by law.
Additional Information about the Proposed Transaction and
Where to Find It
In connection with the proposed merger, Coastway will file a
proxy statement with the SEC. HarborOne will also file relevant
materials in connection with its proposed acquisition of Coastway.
Stockholders of Coastway are urged to read the proxy statement
and other relevant documents and any amendments or supplements to
those documents, because they will contain important information
which should be considered before making any decision regarding the
transaction. A free copy of the proxy statement, as well as
other filings containing information about HarborOne and Coastway,
when they become available, may be obtained at the SEC's Internet
site (http://www.sec.gov). Copies of the proxy statement may also
be obtained, free of charge, from Coastway’s website at
www.coastway.com under the “Investor Relations” tab, or by
contacting Coastway’s investor relations department at Coastway
Bancorp, Inc., One Coastway Blvd., Warwick, Rhode Island 02886,
Attention: Investors Relations, Telephone: (401) 330-1600.
Certain Information Regarding ParticipantsHarborOne and
Coastway and their respective directors, executive officers and
other members of management and employees may be deemed to be
participants in the solicitation of proxies of Coastway
stockholders in connection with the proposed transaction. You can
find information about Coastway’s and HarborOne’s executive
officers and directors in the materials filed by Coastway and
HarborOne with the SEC. Additional information regarding the
interests of those participants and other persons who may be deemed
participants in the transaction and a description of their direct
and indirect interests, by security holdings or otherwise, may be
obtained by reading the proxy statement filed by Coastway with the
SEC on April 10, 2017 and other relevant documents regarding the
proposed merger to be filed with the SEC. Free copies of these
documents may be obtained as described in the preceding
paragraph.
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HarborOne Bancorp, Inc.Joseph F. Casey, 508-895-1312EVP, COO,
CFOorCoastway Bancorp, Inc.William A. White, 401-330-1611President
and CEO
Coastway Bancorp, Inc. (MM) (NASDAQ:CWAY)
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