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MAF Bancorp, Inc. Announces Preliminary Results of EFC Bancorp, Inc. Merger Consideration Elections
MAF Bancorp, Inc. (NASDAQ: MAFB) and
EFC Bancorp, Inc. (AMEX: EFC) jointly announced today the preliminary
results of the merger consideration elections by EFC stockholders.
EFC stockholders were entitled to elect to receive either .8082 shares of
MAF stock for each share of EFC stock they hold, or cash in the amount of
$34.69, without interest, for each such share, or a combination thereof,
subject to the election and proration procedures detailed in the merger
agreement dated as of June 29, 2005 between MAF and EFC.
The number of shares requested in stock elections received prior to the
election deadline on December 14, 2005, exceeded the maximum number of
shares to be issued under the terms of the merger agreement. Under the
proration procedures set forth in the merger agreement, it is expected that
EFC stockholders who made stock elections or mixed elections would receive
approximately 96% of the stock they elected to receive and will receive the
balance of their consideration in cash. After the merger closes, it is
anticipated that EFC stockholders who made a cash election or made no
election will receive all cash consideration in the amount of $34.69 per
share of EFC stock they hold.
The exact proration calculation will be completed as soon as possible after
consummation of the merger based upon the then outstanding shares of EFC
stock. The merger has been approved by EFC stockholders and is currently
expected to close at the end of January 2006, subject to receipt of all
necessary regulatory approvals.
A more complete description of the proration mechanisms applicable to
elections is contained in the proxy statement/prospectus dated November 7,
2005, and in the election materials previously mailed to EFC stockholders,
all of which are on file with the SEC and available at www.sec.gov
MAF Bancorp is the parent company of Mid America Bank, a federally
chartered stock savings bank headquartered in Clarendon Hills, Illinois.
At September 30, 2005, MAF had assets of $10.3 billion, deposits of $6.1
billion and stockholders' equity of $966 million. Mid America Bank
currently operates a network of 75 retail banking offices throughout
Chicago and Milwaukee and their surrounding areas. Offices in the
Milwaukee area operate under the name "St. Francis Bank, a division of Mid
America Bank." MAF's common stock trades on The NASDAQ Stock Market under
the symbol MAFB.
EFC is a state-chartered thrift holding company with assets of
$1.0 billion, deposits of $725 million, and stockholders' equity of
$87 million at September 30, 2005. EFC's stock trades on the American
Stock Exchange under the symbol EFC.
Forward-Looking Information
Statements contained in this news release that are not historical facts
constitute forward-looking statements (within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended), which involve significant
risks and uncertainties. MAF and EFC intend such forward-looking
statements to be covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform Act of
1995, and is including this statement for purposes of invoking these safe
harbor provisions. These forward-looking statements, which are based on
certain assumptions and describe future plans, strategies and expectations
of MAF or EFC, are generally identifiable by use of the words "believe,"
"expect," "intend," "anticipate," "estimate," "project," "plan," or similar
expressions. MAF's and EFC's ability to predict results or the actual
effect of future plans or strategies is inherently uncertain and actual
results may differ from those predicted. Neither MAF nor EFC undertakes
any obligation to update these forward-looking statements in the future.
Factors which could have a material adverse effect on operations and could
affect management's outlook or future prospects of MAF and its subsidiaries
include, but are not limited to, unanticipated difficulties or delays in
obtaining requisite regulatory approval for the transaction, difficulties
or delays in achieving anticipated cost savings related to the operation of
the acquired banking offices or higher than expected costs related to the
transaction, changes in purchase accounting adjustments and/or amortization
periods, unanticipated changes in interest rates or further flattening of
the yield curve, deteriorating economic conditions which could result in
increased delinquencies in MAF's or EFC's loan portfolio, higher than
expected overhead, infrastructure and compliance costs needed to support
growth in the Company's operations, legislative or regulatory developments,
monetary and fiscal policies of the U.S. Government, including policies of
the U.S. Treasury and the Federal Reserve Board, the quality or composition
of MAF's or EFC's loan or investment portfolios, demand for loan products,
secondary mortgage market conditions, deposit flows, competition, demand
for financial services and residential real estate in MAF's and EFC's
market areas, unanticipated slowdowns in real estate lot sales or problems
in closing pending real estate contracts, delays in real estate development
projects, the possible short-term dilutive effect of other potential
acquisitions, if any, and changes in accounting principles, policies and
guidelines. These risks and uncertainties should be considered in
evaluating forward-looking statements and undue reliance should not be
placed on such statements.
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