Chester Valley Bancorp (NASDAQ:CVAL)
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From May 2019 to May 2024
The merger of Chester Valley Bancorp Inc. (Nasdaq:CVAL)
with and into Willow Grove Bancorp, Inc. (Nasdaq:WGBC) was approved by
shareholders of both companies at special meetings held earlier today.
Pending the receipt of regulatory approvals, the merger is expected to
close during the third quarter of 2005.
Under the terms of the merger agreement, each outstanding share of
CVAL common stock will be converted into the right to receive either
$27.90 in cash or 1.4823 shares of WGBC common stock, at the election
of the holder, subject to an overall requirement that 64.76% of the
total outstanding CVAL common stock be exchanged for stock.
Frederick A. Marcell Jr., President and Chief Executive Officer of
Willow Grove Bancorp, stated "We are pleased that shareholders of both
companies have approved the merger and we look forward to serving our
communities with the combined resources of Willow Grove Bank and First
Financial Bank."
Donna M. Coughey, President and Chief Executive Officer of Chester
Valley Bancorp, stated that "This combination will provide significant
benefits for our customers and shareholders and I am looking forward
to the implementation of all of our merger planning efforts. The
merger will result in a larger, more diversified organization serving
our combined markets in and around Chester, Montgomery, Bucks and
Philadelphia Counties, Pennsylvania." Following the merger, Ms.
Coughey will serve as President and Chief Executive Officer of the
combined company upon Mr. Marcell's previously announced retirement.
Willow Grove Bancorp, Inc. is the holding company for Willow Grove
Bank, a federally chartered savings bank. Willow Grove Bank was
founded in 1909 and conducts its business from its headquarters in
Maple Glen, Pennsylvania, with additional branch locations in
Bustleton, Dresher, Hatboro, Holland, Huntingdon Valley, North Wales,
Rhawnhurst, Roslyn Valley, Somerton, Southampton, Warminster (two) and
Willow Grove. Additional information is available at:
www.willowgrovebank.com.
Chester Valley Bancorp Inc. is the parent company of both First
Financial Bank and Philadelphia Corporation for Investment Services.
First Financial Bank's executive offices are located in Downingtown,
Pennsylvania with additional branch locations in Exton, Frazer,
Thorndale, Westtown, Airport Village, Brandywine Square, Devon,
Kennett Square, Eagle, Coatesville, Avondale and West Chester.
Forward Looking Statements. A number of the matters discussed in
this message that are not historical or current facts deal with
potential future circumstances and developments, in particular,
information regarding the new company and the expected merger of the
two bank subsidiaries, First Financial Bank and Willow Grove Bank,
including expected synergies resulting from that merger, combined
operating and financial data, future banking plans, future employee
benefit plans, and whether and when the transactions contemplated by
the merger agreement will be consummated. The discussion of such
matters is qualified by the inherent risks and uncertainties
surrounding future expectations generally, and also may materially
differ from actual future experience involving any one or more of such
matters. Such risks and uncertainties include: the failure to realize
capital, operating expense and other synergies; the result of the
review of the proposed merger by various regulatory agencies, and any
conditions imposed on the new company in connection with consummation
of the merger; satisfaction of various conditions to the closing of
the merger contemplated by the merger agreement; and the risks that
are described from time to time in Chester Valley Bancorp's and Willow
Grove Bancorp's respective reports filed with the SEC, including each
company's annual report on Form 10-K for the year ended June 30, 2004
and quarterly report on Form 10-Q for the quarters ended September 30
and December 31, 2004 and March 31, 2005. This message speaks only as
of its date, and Chester Valley Bancorp and Willow Grove Bancorp each
disclaims any duty to update the information herein.
Additional Information and Where to Find It. In connection with
the proposed merger, a registration statement on Form S-4 and an
amendment thereto were filed with the SEC and the registration
statement became effective on April 27, 2005. CHESTER VALLEY BANCORP
AND WILLOW GROVE BANCORP SHAREHOLDERS ARE ENCOURAGED TO READ THE
REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS THAT IS PART OF
THE REGISTRATION STATEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE MERGER. The final joint proxy statement/prospectus has been
mailed to shareholders of Chester Valley Bancorp and Willow Grove
Bancorp. Shareholders are able to obtain the documents free of charge
at the SEC's website, www.sec.gov, from Chester Valley Bancorp by
calling Joseph T. Crowley, or from Willow Grove Bancorp by calling
Christopher E. Bell.