FedFirst Financial Corporation to Commence Second-Step Conversion and Stock Offering
17 Mai 2010 - 10:48PM
Business Wire
FedFirst Financial Corporation (the “Company”) (Nasdaq:FFCO),
holding company for First Federal Savings Bank (the “Bank”),
announced today that the Company has received conditional approval
from the Office of Thrift Supervision to reorganize from the
two-tier mutual holding company structure to the stock holding
company structure and commence a “second-step” stock offering of
new shares of common stock. The Company also announced that the
registration statement relating to the sale of common stock by the
new holding company for First Federal Savings Bank – a newly formed
corporation also named FedFirst Financial Corporation – has been
declared effective by the Securities and Exchange Commission.
New FedFirst Financial is offering for sale between 1,912,500
and 2,587,500 shares of common stock (subject to increase to
2,975,625 shares) at a purchase price of $10.00 per share. The
shares of common stock to be offered by new FedFirst Financial
represent the approximately 57.5% of the Company’s common stock
that is currently owned by FedFirst Financial Mutual Holding
Company. The shares will be offered in a subscription offering
first to depositors of First Federal Savings Bank with a qualifying
deposit as of January 31, 2009, second to depositors of the Bank
with a qualifying deposit as of March 31, 2010 and finally to
depositors of the Bank as of May 4, 2010 and borrowers of the Bank
as of December 1, 1990 whose loans continue to be outstanding as of
May 4, 2010. Concurrently with the subscription offering, new
FedFirst Financial is offering any shares of common stock that are
not subscribed for in the subscription offering to members of the
general public in a community offering, with preference given first
to persons residing in Fayette, Washington and Westmoreland
counties, Pennsylvania, and then to public shareholders of the
Company as of May 4, 2010.
FedFirst Financial will establish a Stock Information Center,
which will open on May 25, 2010. Offering materials are available
by contacting the Stock Information Center at (877) 892-9472. Hours
of operation will be from 10:00 a.m. to 4:00 p.m., Monday through
Friday. The Stock Information Center will be closed on weekends and
bank holidays. The subscription and community offerings are
currently scheduled to expire at 2:00 p.m. on Thursday, June 24,
2010.
At the conclusion of the conversion and offering, shareholders
of FedFirst Financial other than FedFirst Financial Mutual Holding
Company will receive shares of common stock of new FedFirst
Financial pursuant to an “exchange ratio” designed to preserve
their aggregate percentage ownership interest. The exchange ratio
will depend on the number of shares sold in the offering and will
range from 0.5259 shares at the minimum of the offering range to
0.7115 shares at the maximum of the offering range (0.8182 at the
adjusted maximum of the offering range). FedFirst Financial Mutual
Holding Company will be merged with and into FedFirst Financial as
part of the reorganization and its shares in the Company will be
retired. At the conclusion of the conversion and offering, new
FedFirst Financial will be 100% owned by public shareholders.
The second-step conversion must be approved by a majority of the
depositor votes eligible to be cast at a special meeting of
depositors, to be held on June 28, 2010. Depositors of First
Federal Savings Bank as of the close of business on May 4, 2010
will be entitled to vote at the special meeting. Offering and proxy
materials will be mailed to depositors of First Federal Savings
Bank on or about May 24, 2010.
Holders of at least two thirds of the outstanding shares of
common stock of the Company and holders of the majority of the
outstanding shares of the common stock of the Company other than
the shares held by FedFirst Financial Mutual Holding Company as of
May 4, 2010 must also approve the second-step conversion at a
special meeting of shareholders, also to be held on June 28, 2010.
Proxy materials will be mailed to shareholders of FedFirst
Financial on or about May 24, 2010.
Completion of the conversion and offering is subject to, among
other things, the receipt of final regulatory approvals.
Stifel, Nicolaus & Company, Incorporated is assisting new
FedFirst Financial in selling its common stock in the offering on a
best efforts basis.
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 press release contains certain forward-looking statements
about the conversion and offering. 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 conversion and offering,
difficulties in selling the common stock or in selling the common
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 FedFirst Financial and First Federal Savings
Bank are engaged.
A registration statement relating to these securities has been
filed with the United States Securities and Exchange Commission.
This press release is neither an offer to sell nor a solicitation
of an offer to buy common stock. The offer will be made only by
means of the written prospectus forming part of the registration
statement (and, in the case of the subscription offering, an
accompanying stock order form).
New FedFirst Financial has filed a proxy statement/prospectus
concerning the conversion with the Securities and Exchange
Commission. Shareholders of FedFirst Financial are urged to read
the proxy statement/prospectus because it contains important
information. Investors are able to obtain all documents filed with
the SEC by new FedFirst Financial free of charge at the SEC’s
website, www.sec.gov. In addition, documents filed with the SEC by
new FedFirst Financial are available free of charge from the
Corporate Secretary of FedFirst Financial at Sixth and Donner,
Monessen, Pennsylvania 15062, telephone (724) 684-6800. The
directors, executive officers, and certain other members of
management and employees of FedFirst Financial are participants in
the solicitation of proxies in favor of the conversion from the
shareholders of FedFirst Financial. Information about the directors
and executive officers of FedFirst Financial is included in the
proxy statement/prospectus filed with the SEC.
The shares of common stock of new FedFirst Financial 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.
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