SHORT HILLS, N.J., Dec. 19, 2012 /PRNewswire/ -- Investors
Bancorp, Inc. (NASDAQ:ISBC) ("Company"), the holding company for
Investors Bank, and Roma Financial Corporation (NASDAQ:ROMA), the
federally-chartered holding company for Roma Bank, today jointly
announced the signing of a definitive merger agreement. Roma
Financial Corporation, MHC (Roma MHC), a federally chartered mutual
holding company, owns approximately 74.5% of Roma Financial
Corporation. As of September 30,
2012, Roma Financial Corporation operated 26 branches in
Burlington, Ocean, Mercer, Camden and Middlesex counties, New Jersey, and had assets of $1.84 billion, deposits of $1.49 billion and stockholders' equity of
$218.8 million.
Under the terms of the merger agreement, 100% of the shares of
Roma Financial will be converted into Investors Bancorp common
stock. Each outstanding share of Roma Financial common stock,
including shares owned by Roma MHC, will be converted into 0.8653
shares of Investors Bancorp common stock upon completion of the
merger. The transaction is valued at $15.00 per Roma Financial common share based on
Investors Bancorp's average closing stock price for the ten-day
trading period ending on December 18,
2012. Shares to be issued to Investors Bancorp MHC,
representing the stock held by Roma MHC, would be reissued in a
possible future second step conversion by Investors Bancorp. Upon
closing of the merger, Investors Bancorp expects to issue
25,875,411 shares of common stock, including 19,541,701 shares to
Investors MHC. The aggregate merger consideration to be
received by Roma Financial minority shareholders is $113.5 million.
Three members of Roma Financial Corporation's board of directors
will be appointed to the board of directors of Investors Bank and
its holding companies. The remaining Roma Board members will serve on an Advisory
Board.
Under the terms of the merger agreement, Roma MHC will merge
into Investors Bancorp, MHC (Investors MHC), with Investors MHC
surviving, to be followed by the merger of Roma Financial
Corporation into Investors Bancorp, with Investors Bancorp
surviving, and the merger of Roma Bank into Investors Bank, with
Investors Bank surviving. Depositors of Roma Bank will become
depositors of Investors Bank, and will have the same rights and
privileges in Investors MHC as if their accounts had been
established in Investors Bank on the date established at Roma Bank.
The merger has been approved by each company's board of directors
and is anticipated to close in the second quarter of 2013, subject
to the approval of Investor Bancorp and Roma Financial
shareholders, Roma MHC members, regulatory approvals and other
customary closing conditions.
It is anticipated that RomAsia Bank, a subsidiary that is 91%
owned by Roma Financial, will merge into Investors Bank.
Kevin Cummings, President and Chief Executive Officer of
Investors Bank, stated that, "We are pleased to enter into this
partnership with Roma Bank. The Roma Bank branch network
complements our presence in Central and Southern New Jersey and provides a strong
foothold in the greater Philadelphia market. Roma Bank's customers can
look forward to an enhanced array of products and services
delivered with the same high level of service Roma Bank
provides."
Mr. Cummings also commented on the merging of two mutual holding
companies, "We are excited about the uniqueness of this transaction
and this combination of two mutual holding companies. We believe it
will enhance the value of a potential second step conversion by
Investors Bancorp."
Peter A. Inverso, President and Chief Executive Officer of Roma
Financial Corporation, commented, "Investors is a well-managed,
community-oriented institution which, like Roma Bank, distinguishes
itself with its focus on customer service. The breadth of
Investors' product offerings will allow us to maintain, expand and
enhance services and products for our customers."
Michele Siekerka, Chair of the
Board of Directors of Roma Financial, added: "We are all very
pleased to be joining with Investors. This transaction opens
up many new opportunities for our shareholders, our community, our
employees and our customers."
Investors Bancorp was advised in this transaction by, Stifel
Nicolaus Weisel and received a fairness opinion from RBC Capital
Markets, LLC. Luse, Gorman, Pomerenk & Schick, P.C. acted
as legal counsel to Investors Bancorp. Sandler O'Neill +
Partners, L.P. acted as financial advisor to Roma Financial
Corporation and Spidi & Fisch, P.C. acted as its legal
counsel.
Conference Call / Investor Presentation
Investors Bancorp, Inc. will hold a conference call regarding
this announcement on Thursday, December 20,
2012 at 8:30 a.m. eastern
time. The toll-free dial-in number is:
888-317-6016. A telephone replay will be available on
December 21, 2012 from 1:00 p.m. (ET) through March 21, 2013, 9:00 a.m.
(ET). The replay number is 877-344-7529 password
10022723. The conference call will also be simultaneously
webcast on the Company's website www.myinvestorsbank.com and
archived for one year. A copy of the investor presentation will be
available on the Company's website www.myinvestorsbank.com.
About Investors Bancorp
Investors Bancorp, Inc. is the holding company for Investors
Bank, which operates from its corporate headquarters in
Short Hills, New Jersey, and over
one hundred branch offices located throughout northern and central
New Jersey and New York.
About Roma Financial Corporation
Roma Financial Corporation is the holding company of Roma Bank,
a community bank headquartered in Robbinsville, New Jersey, and RomAsia Bank
headquartered in South Brunswick, New
Jersey. Roma Bank operates branch locations in Mercer, Burlington, Camden and Ocean counties in New Jersey. RomAsia
Bank has two branch locations in Middlesex County, New Jersey.
Forward Looking Statements
This press release may contain forward-looking statements
regarding Investors Bancorp Inc. and Roma Financial
Corporation. These statements constitute forward-looking
information within the definition of the Private Securities
Litigation Reform Act of 1995.
Actual results may differ materially from any forward-looking
statements expressed in this press release, since forward-looking
information involves significant known and unknown risks,
uncertainties and other factors. Factors that may cause actual
results to differ materially from those contemplated by such
forward-looking statements include, among others, the following:
failure to satisfy the conditions to closing for the proposed
merger in a timely manner or at all; failure of the Roma Financial
or Investors stockholders to approve the proposed merger; failure
to obtain the necessary governmental approvals for the proposed
merger or adverse regulatory conditions in connection with such
approvals; disruption to the parties' businesses as a result
of the announcement and pendency of the transaction; difficulties
related to the integration of the businesses following the
merger; competitive pressures among depository and other
financial institutions; changes in the interest rate
environment; and changes in general economic conditions, either
nationally or regionally. For a discussion of additional
factors that might cause such differences, please refer to
Investors Bancorp's and Roma Financial's public filings with the
Securities and Exchange Commission. These are available online at
http://www.sec.gov. Neither Investors Bancorp nor Roma
Financial undertakes to update any forward-looking statements made
in this press release to reflect new information, future events or
otherwise.
Investors will be filing a registration statement on Form S-4
containing a joint proxy statement/prospectus and other documents
regarding the proposed transaction with the SEC.
Investors and Roma Financial stockholders and investors are
urged to read the joint proxy statement/prospectus when it becomes
available, because it will contain important information about
Investors and Roma Financial and the proposed transaction.
When available, copies of the joint proxy statement/prospectus
will be mailed to stockholders. Copies of the joint proxy
statement/prospectus also may be obtained free of charge at the
SEC's web site at http://www.sec.gov, or by directing a request to
Investors Bancorp, Inc., Attention: Corporate Secretary, 101 JFK
Parkway Short Hills, New Jersey
07078, or on its website at www.myinvestorsbank.com, or to Roma
Financial Corporation, Attention: Corporate Secretary, 2300 Route
33, Robbinsville, New Jersey 08691
or on its website at www.romabank.com. Copies of other
documents filed by Investors or Roma Financial with the SEC may
also be obtained free of charge at the SEC's website or by
directing a request to Investors or Roma Financial at the address
provided above.
Investors Bancorp, Inc. and Roma Financial Corporation and
certain of their directors and executive officers may be deemed to
be participants in the solicitation of proxies from the
stockholders of Investors and Roma Financial in connection with the
proposed merger. Information about the directors and executive
officers of Investors is set forth in the proxy statement, dated
April 14, 2012, for Investors' 2012
annual meeting of stockholders, as filed with the SEC on Schedule
14A. Information about the directors and executive officers
of Roma Financial is set forth in the proxy statement, dated
March 14, 2012, for Roma Financial's
2012 annual meeting of stockholders, as filed with the SEC on
Schedule 14A. Additional information regarding the interests
of such participants and other persons who may be deemed
participants in the transaction may be obtained by reading the
joint proxy statement/prospectus included in the Form S-4 when it
becomes available. This press release does not constitute an
offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities.
SOURCE Investors Bancorp, Inc.
