FedFirst Financial Corporation Announces Adoption of Plan of Conversion and Reorganization
24 Februar 2010 - 1:30PM
Business Wire
FedFirst Financial Corporation (the “Company”) (Nasdaq Capital:
FFCO), holding company for First Federal Savings Bank (the “Bank”),
announced today that the Board of Directors of the Company has
unanimously adopted a Plan of Conversion and Reorganization
pursuant to which the Bank will reorganize from the two-tier mutual
holding company structure to the stock holding company structure
and will undertake a “second-step” stock offering of shares of
common stock of a new state chartered corporation formed in
connection with the conversion. The Bank converted from a mutual
savings bank to the two-tier mutual holding company structure in
1999 and completed a public offering of shares of the mid-tier
stock holding company in 2005.
FedFirst Financial Mutual Holding Company (the “MHC”), which
owns approximately 57.5% of the outstanding common stock of the
Company, will be merged with and into the Bank as part of the
reorganization and its shares in the Company will be retired. The
new holding company will offer and sell shares of common stock in
an amount representing the percentage ownership interest currently
held by the MHC, to be based on an appraisal of the Bank, as
converted, which will be performed by an independent appraiser. The
new holding company will offer shares of its common stock for sale
to the Bank’s eligible account holders and borrows and to members
of the general public in a subscription and community offering in
the manner and subject to the priorities set forth in the Plan of
Conversion and Reorganization. The highest priority will be
depositors with qualifying deposits as of January 31, 2009. In
addition, existing shareholders of the Company, other than the MHC,
will receive shares of common stock of the new holding company
pursuant to an “exchange ratio” designed to preserve their
aggregate percentage ownership interest. The exchange ratio will be
determined based upon the appraisal and the results of the
offering.
The conversion and reorganization will be subject to approval of
the Bank’s depositors and certain borrowers, the Company’s
shareholders (including the approval of a majority of the shares
held by persons other than the MHC), and the Office of Thrift
Supervision.
Information, including the details of the offering and business
and financial information about the Company and the Bank, will be
provided in proxy materials and a prospectus when the offering
commences, which is expected to be during the second quarter of
2010.
FedFirst Financial Corporation is the parent company of First
Federal Savings Bank, a community-oriented financial institution
operating nine full-service branch locations in southwestern
Pennsylvania. First Federal offers a broad array of retail and
commercial lending and deposit services and provides commercial and
personal insurance services through Exchange Underwriters, Inc.,
its 80% owned subsidiary.
This release is neither an offer to sell nor a solicitation of
an offer to buy common stock. The offer is made only by the
prospectus when accompanied by a stock order form. The shares of
common stock of the new holding company are not savings accounts or
savings deposits, may lose value, and are not insured by the
Federal Deposit Insurance Corporation or any other government
agency.
This press release contains certain forward-looking statements
about the conversion and reorganization. Forward-looking statements
include statements regarding anticipated future events and can be
identified by the fact that they do not relate strictly to
historical or current facts. They often include words such as
“believe,” “expect,” “anticipate,” “estimate,” and “intend” or
future or conditional verbs such as “will,” “would,” “should,”
“could,” or “may.” Forward-looking statements, by their nature, are
subject to risks and uncertainties. Certain factors that could
cause actual results to differ materially from expected results
include delays in consummation of the Plan of Conversion and
Reorganization, difficulties in selling the conversion stock or in
selling the conversion stock within the expected time frame,
increased competitive pressures, changes in the interest rate
environment, general economic conditions or conditions within the
securities markets, and legislative and regulatory changes that
could adversely affect the business in which the Company and Bank
are engaged.
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