Dollar Mutual Bancorp (“Dollar”) and Standard AVB Financial Corp.
(“Standard”) (NASDAQ: STND) jointly announced the signing of a
definitive merger agreement pursuant to which Dollar will acquire
Standard, the Monroeville, Pennsylvania based holding company and
parent of Standard Bank, PaSB in an all cash transaction for an
aggregate purchase price of $158 million.
Under the terms of the merger agreement, which
has been approved unanimously by the boards of directors of both
companies, stockholders of Standard will be entitled to receive
$33.00 in cash for each share of Standard common stock they
own.
"We are delighted to have Standard Bank join the
Dollar family, we feel this is an excellent fit. We share the same
core values, commitment to our customers and dedication to the
communities we serve," said James J. McQuade, President and CEO of
Dollar. “As we move forward together, I am excited for the
opportunities to drive our strategic growth and maximize our
long-term value, while strengthening Dollar’s presence in the
region.”
After the transaction, Standard Bank will
operate as a wholly owned subsidiary of Dollar, with Andrew W.
Hasley continuing as President of Standard Bank. Mr. Hasley
commented, “This agreement allows us to honor our longstanding
commitments in the community, while continuing to serve our
customers with the same high level of personal service. Dollar’s
commitment to their customers, communities and employees mirror our
own. We both have a rich history in the Pittsburgh region and
Standard could not be more excited to begin our new relationship as
a part of the Dollar family.”
After the transaction the board of directors of
Standard will become an advisory board of Standard Bank. In
connection with the execution of the merger agreement, Dollar has
entered into voting agreements with the directors and certain
executive officers of Standard. Subject to the terms and conditions
of the voting agreements these parties have agreed to vote their
shares in favor of the transaction.
The merger is expected to be consummated during
the first half of 2021, after the satisfaction of customary closing
conditions, including regulatory approvals and the approval of
Standard’s stockholders.
Mr. McQuade continued, “This is an exceptional
fit for Dollar. The combined assets of both companies will enhance
our proven ability to serve our community, while enriching the
benefits to our customers and employees.”
Raymond James is serving as financial advisor
and Luse Gorman, PC is serving as legal counsel to Dollar in this
transaction.
Keefe, Bruyette & Woods, A Stifel Company,
is serving as financial advisor and Kilpatrick Townsend &
Stockton LLP is serving as legal counsel to Standard.
About Dollar Mutual Bancorp
Headquartered in Pittsburgh, Pennsylvania,
Dollar Mutual Bancorp, with total assets of $9.8 billion dollars at
June 30, 2020, is the mutual holding company of Dollar Bank. Dollar
Bank was chartered by the Commonwealth of Pennsylvania on July 19,
1855 and is the oldest financial institution headquartered in
Pittsburgh. Dollar Bank’s original vision remains unchanged – to
serve every person, individual by individual, regardless of race,
gender or denomination. Dollar Bank operates 76 branch locations in
western Pennsylvania, northeast Ohio and Hampton Roads,
Virginia.
About Standard AVB Financial
Corp.
Standard AVB Financial Corp., with total assets
of $1.1 billion at June 30, 2020, is the parent company of Standard
Bank, PaSB, a Pennsylvania chartered savings bank that operates 17
offices serving individuals and small to mid-sized businesses in
Allegheny, Westmoreland and Bedford Counties, in Pennsylvania and
Allegany County in Maryland. Standard Bank, founded in 1913, is a
member of the FDIC and an Equal Housing Lender.
Forward-Looking Statements
This news release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act. Forward-looking statements include statements regarding
the anticipated closing date of the transaction and anticipated
future results. Forward-looking statements can be identified by the
fact that they do not relate strictly to historical or current
facts. They often include words like “believe”, “expect”,
“anticipate”, “estimate”, and “intend” or future or conditional
verbs such as “will”, “would”, “should”, “could” or “may”. Certain
factors that could cause actual results to differ materially from
expected results include the ability to obtain regulatory approvals
and meet other closing conditions to the merger (including approval
by Standard’s stockholders) on the expected terms and schedule,
delays in completing the merger, difficulties in achieving cost
savings from the merger or in achieving such cost savings within
the expected time frame, difficulties in integrating Standard,
increased competitive pressures, changes in the interest rate
environment, changes in general economic conditions, legislative
and regulatory changes that adversely affect the business in which
Standard and Dollar are engaged, changes in the securities markets
and other risks and uncertainties. In addition, the COVID-19
pandemic is having an adverse impact on Standard and other
financial institutions, their customers and the communities they
serve. Given its ongoing and dynamic nature, it is difficult to
predict the full impact of the COVID-19 outbreak on the business of
Standard, Dollar and other financial institutions, The extent of
such impact will depend on future developments, which are highly
uncertain, including when the coronavirus can be controlled and
abated and when and how the economy may be reopened or remain
reopened.
Further information about these and other
relevant factors, risks and uncertainties may be found in
Standard’s Annual Reports on Form 10-K for the fiscal year ended
December 31, 2019 and in subsequent filings with the Securities and
Exchange Commission. Standard does not undertake, and specifically
disclaims any obligation, to publicly release the result of any
revisions which may be made to any forward-looking statements to
reflect the occurrence of anticipated or unanticipated events or
circumstances after the date of such statements. You are cautioned
not to place undue reliance on these forward-looking
statements.
Additional Information
Standard will provide its stockholders with a
proxy statement and other relevant documents concerning the
proposed transaction. Standard’s
stockholders are
urged to read the proxy statement 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. Standard’s stockholders will be able to
obtain a copy of the proxy statement, and any other relevant
documents, without charge, when they become available, at the
Securities and Exchange Commission website (www.sec.gov), on the
Standard AVB Financial Corp., website (www.standardbankpa.com)
under the tab “Investor Relations” or by directing a request
to:
President and CEOAndrew W. HasleyStandard AVB
Financial Corp.2640 Monroeville Blvd.Monroeville, Pennsylvania
15146
The information available through Standard’s
website is not and shall not be deemed part of this press release
or incorporated by reference into other filings that Standard makes
with the Securities and Exchange Commission.
Standard and certain of its directors and
executive officers may be deemed to be participants in the
solicitation of proxies from Standard’s stockholders in connection
with the merger. Information about Standard’s directors and
executive officers is set forth in Standard’s proxy statement for
its 2020 annual meeting of stockholders, as filed with the
Securities and Exchange Commission on April 14, 2020. Additional
information regarding the interests of these participants and any
other persons who may be deemed participants in the transaction may
be obtained by reading the proxy statement regarding the proposed
merger when it becomes available. Free copies of this document may
be obtained as described in the preceding paragraph.
Contact: |
|
Dollar Mutual Bancorp – James J. McQuade, President and CEO,
412-261-4900 |
|
|
Standard AVB Financial Corp. – Andrew W. Hasley, President and
CEO, 412-781-0320 |
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