Pennfed (NASDAQ:PFSB)
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New York Community Bancorp, Inc. (NYSE: NYB), the $28.9 billion holding
company for New York Community Bank and New York Commercial Bank, and
PennFed Financial Services, Inc. (NASDAQ/Global Market: PFSB) (“PennFed”),
the $2.3 billion holding company for Penn Federal Savings Bank, today
announced the signing of a definitive agreement pursuant to which
PennFed will merge with and into New York Community Bancorp.
The proposed transaction will add 24 branches and $1.5 billion of
deposits to the New York Community Bank franchise in New Jersey,
increasing its market share in Essex, Hudson, and Union counties, where
it currently has eight branches, and expanding its footprint into the
central New Jersey counties of Ocean, Monmouth, and Middlesex. On a pro
forma basis, the addition of PennFed’s 13
branches in Essex County will boost New York Community’s
share of deposits in that county from 0.4% to 6.1%, and its market
position from 26th to seventh.
Under the terms of the agreement, which has been unanimously approved by
the Boards of Directors of both companies, PennFed shareholders will
receive 1.222 shares of New York Community Bancorp common stock in a
tax-free exchange for each share of PennFed common stock held at the
closing date. Based on New York Community Bancorp’s
closing price of $15.96 on November 2, 2006, the transaction values each
share of PennFed at $19.50. The transaction has an approximate value of
$260 million, representing approximately two times PennFed’s
tangible stockholders’ equity, a 21.7
multiple of its trailing twelve-month operating earnings, and a 10.8%
core deposit premium at September 30, 2006.
Consistent with New York Community Bancorp’s
history of accretive transactions, the acquisition is expected to be
immediately accretive to its diluted GAAP and cash earnings per share.
The transaction is expected to be completed on or about March 31, 2007,
pending the approval of PennFed’s
shareholders and the approval of state and federal regulatory agencies.
In connection with their approval of the definitive agreement, the
directors and executive officers of PennFed, who collectively own
approximately 16% of its shares outstanding, have each entered into a
voting agreement in favor of the transaction.
PennFed was advised by Sandler O’Neill &
Partners, L.P. in the transaction, and legal counsel was provided by
Silver, Freedman & Taff, L.L.P. Bear, Stearns & Co. Inc. served
as an advisor to New York Community Bancorp and Muldoon Murphy &
Aguggia LLP served as legal counsel.
Commenting on the transaction, Joseph R. Ficalora, President and Chief
Executive Officer of New York Community Bancorp, stated, “We
are very pleased to announce this latest addition to our growing banking
family. PennFed is a well regarded institution, with an attractive mix
of deposits and a $1.7 billion loan portfolio that is notable for its
exceptional quality. With the addition of PennFed’s
branches, we will substantially strengthen our market in Essex, Union,
and Hudson counties, while establishing a presence in the central and
southern part of the state.
“The acquisition of PennFed is consistent
with the five merger transactions we’ve
completed since November 2000, and is a very good example of our
growth-through-acquisition strategy. In addition to providing us with
additional funding in the form of deposits, the transaction will enable
us to enhance our earnings through the repositioning of the post-merger
balance sheet. The sale of one-to-four family loans and securities is
expected to provide us with cash flows for deployment into multi-family
and other higher-yielding loans,” Mr.
Ficalora said.
Joseph L. LaMonica, President and Chief Executive Officer of PennFed,
stated, “Inasmuch as we have always been a
community-oriented institution, we are excited to partner with New York
Community Bancorp, a company that shares that same community focus, and
will continue our tradition of premier customer service to the
communities we now serve. We believe that the merger will maximize the
value we have created for our shareholders, who we expect will benefit
from enhanced financial metrics as well as a substantial increase in
their cash dividend as shareholders of New York Community.”
Conference Call Set for 9:30 a.m. on
November 3rd
New York Community Bancorp has posted to its web site an investor
presentation regarding the proposed acquisition, and will host a
conference call to discuss the expected benefits of the transaction at
9:30 a.m. Eastern Time on November 3rd. The conference call may be
accessed by dialing 800-946-0715 (for domestic calls) or 719-457-2643
(for international calls) and providing the following access code:
7101400. A replay of the conference call will be available approximately
two hours following completion of the call through midnight on November
10th, and may be accessed by calling 888-203-1112 (domestic) or
719-457-0820 (international) and providing the same access code. The
conference call will also be web cast, and may be accessed by visiting
New York Community Bancorp’s web site, www.myNYCB.com,
clicking on “Investor Relations,”
and following the prompts. The web cast will be archived through 5:00
p.m. on November 10, 2006.
New York Community Bancorp, Inc.
New York Community Bancorp, Inc. is the $28.9 billion holding company
for New York Community Bank and New York Commercial Bank,
and the leading producer of multi-family loans for portfolio in New York
City. A New York State-chartered savings bank with 137 offices serving
New York City, Long Island, Westchester County, and northern New Jersey,
New York Community Bank is the third largest thrift depository in the
New York metropolitan region, and operates through seven local
divisions: Queens County Savings Bank, Roslyn Savings Bank, Richmond
County Savings Bank, Roosevelt Savings Bank, CFS Bank, First Savings
Bank of New Jersey, and Ironbound Bank. New York Commercial Bank has 29
branches serving Manhattan, Queens, Brooklyn, Westchester County, and
Long Island, including 17 branches of Atlantic Bank. Additional
information about New York Community Bancorp, Inc. and its bank
subsidiaries is available at www.myNYCB.com.
PennFed Financial Services, Inc.
PennFed Financial Services, Inc. is the $2.3 billion holding company for
Penn Federal Savings Bank, a New Jersey-based thrift with loans of $1.7
billion, deposits of $1.5 billion, and 24 branches at September 30,
2006. The Company has 13 branches serving the Ironbound section of
Newark and the surrounding communities of Essex County, and 11 branches
serving customers in select communities in Ocean, Monmouth, Middlesex,
Hudson, and Union Counties. Additional information about PennFed, its
products, and performance is available at www.pennfsb.com.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any securities. The proposed transaction
will be submitted to PennFed’s stockholders
for their consideration. New York Community Bancorp, Inc. will file a
registration statement containing a proxy statement/prospectus that will
be sent to PennFed’s stockholders, and other
relevant documents concerning the proposed transaction, with the U.S.
Securities and Exchange Commission (the “SEC”).
PennFed will file relevant documents concerning the proposed transaction
with the SEC. WE URGE INVESTORS TO READ THE REGISTRATION STATEMENT
CONTAINING THE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT
DOCUMENTS TO BE FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION.
Investors will be able to obtain these documents free of charge at the
SEC’s web site (www.sec.gov).
In addition, documents filed with the SEC by New York Community Bancorp,
Inc. will be available free of charge from the Investor Relations
Department, New York Community Bancorp, Inc., 615 Merrick Avenue,
Westbury, New York 11590. Documents filed with the SEC by PennFed will
be available free of charge from the Corporate Secretary, PennFed
Financial Services, Inc., 622 Eagle Rock Avenue, West Orange, New Jersey
07052.
The directors, executive officers, and certain other members of
management of PennFed Financial Services, Inc. may be soliciting proxies
in favor of the transaction from the company’s
shareholders. For information about these directors, executive officers,
and members of management, please refer to PennFed’s
proxy statement for the 2006 Annual Meeting of Stockholders, which is
available on its web site and on the SEC’s
web site, and at the address provided in the preceding paragraph.
Safe Harbor Provisions of the Private
Litigation Reform Act of 1995
This release, like other written and oral communications presented by
New York Community Bancorp, Inc. and PennFed Financial Services, Inc.
(the “Companies”)
and their authorized officers, may contain certain forward-looking
statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. The Companies 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 are including this statement for
purposes of said safe harbor provisions.
Forward-looking statements, which are based on certain assumptions,
may be identified by their reference to future periods and include,
without limitation, those statements relating to the anticipated effects
of the transaction between the Companies. The following factors,
among others, could cause the actual results of the transaction and the
expected benefits of the transaction to the combined company and to the
Companies’ shareholders, to differ materially
from the expectations stated in this release: the ability of the
Companies to consummate the transaction; a materially adverse change in
the financial condition or results of operations of either company; the
ability of New York Community Bancorp, Inc. to successfully integrate
the assets, liabilities, customers, systems, and any management
personnel it may acquire into its operations pursuant to the
transaction; and the ability to realize the related revenue synergies
and cost savings within the expected time frames.
In addition, factors that could cause the actual results of the
transaction to differ materially from current expectations include, but
are not limited to, general economic conditions and trends,
either nationally or locally in some or all of the areas in which the
Companies and their customers conduct their respective businesses;
conditions in the securities markets or the banking industry; changes in
interest rates, which may affect the Companies’
net income, the level of prepayment penalties and other future cash
flows, or the market value of their assets; changes in deposit flows,
and in the demand for deposit, loan, and investment products and other
financial services in the Companies’ local
markets; changes in the financial or operating performance of the
Companies’ customers’
businesses; changes in real estate values, which could impact the
quality of the assets securing the Companies’
loans; changes in the quality or composition of the Companies’
loan or investment portfolios; changes in competitive pressures among
financial institutions or from non-financial institutions; changes in
the customer base of either company; potential exposure to unknown or
contingent liabilities of companies targeted by New York Community
Bancorp, Inc. for acquisition; the Companies’
timely development of new lines of business and competitive products or
services within existing lines of business in a changing environment,
and the acceptance of such products or services by the Companies’
customers; any interruption or breach of security resulting in failures
or disruptions in customer account management, general ledger, deposit,
loan, or other systems; the outcome of pending or threatened litigation
or of other matters before regulatory agencies, or of matters resulting
from regulatory exams, whether currently existing or commencing in the
future; environmental conditions that exist or may exist on properties
owned by, leased by, or mortgaged to the Companies; changes in estimates
of future reserve requirements based upon the periodic review thereof
under relevant regulatory and accounting requirements; changes in
banking, securities, tax, environmental, and insurance law, regulations,
and policies, and the ability to comply with such changes in a timely
manner; changes in accounting principles, policies, practices, or
guidelines; changes in legislation and regulation; operational issues
stemming from and/or capital spending necessitated by the potential need
to adapt to industry changes in information technology systems, on which
the Companies are highly dependent; changes in the monetary and fiscal
policies of the U.S. Government, including policies of the U.S. Treasury
and the Federal Reserve Board; war or terrorist activities; and other
economic, competitive, governmental, regulatory, and geopolitical
factors affecting the Companies’ operations,
pricing, and services. Additionally, the timing and occurrence or
non-occurrence of events may be subject to circumstances beyond the
Companies’ control.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
release. Except as required by applicable law or regulation, the
Companies disclaim any obligation to update any forward-looking
statements.
New York Community Bancorp, Inc. (NYSE: NYB), the $28.9 billion
holding company for New York Community Bank and New York Commercial
Bank, and PennFed Financial Services, Inc. (NASDAQ/Global Market:
PFSB) ("PennFed"), the $2.3 billion holding company for Penn Federal
Savings Bank, today announced the signing of a definitive agreement
pursuant to which PennFed will merge with and into New York Community
Bancorp.
The proposed transaction will add 24 branches and $1.5 billion of
deposits to the New York Community Bank franchise in New Jersey,
increasing its market share in Essex, Hudson, and Union counties,
where it currently has eight branches, and expanding its footprint
into the central New Jersey counties of Ocean, Monmouth, and
Middlesex. On a pro forma basis, the addition of PennFed's 13 branches
in Essex County will boost New York Community's share of deposits in
that county from 0.4% to 6.1%, and its market position from 26th to
seventh.
Under the terms of the agreement, which has been unanimously
approved by the Boards of Directors of both companies, PennFed
shareholders will receive 1.222 shares of New York Community Bancorp
common stock in a tax-free exchange for each share of PennFed common
stock held at the closing date. Based on New York Community Bancorp's
closing price of $15.96 on November 2, 2006, the transaction values
each share of PennFed at $19.50. The transaction has an approximate
value of $260 million, representing approximately two times PennFed's
tangible stockholders' equity, a 21.7 multiple of its trailing
twelve-month operating earnings, and a 10.8% core deposit premium at
September 30, 2006.
Consistent with New York Community Bancorp's history of accretive
transactions, the acquisition is expected to be immediately accretive
to its diluted GAAP and cash earnings per share. The transaction is
expected to be completed on or about March 31, 2007, pending the
approval of PennFed's shareholders and the approval of state and
federal regulatory agencies.
In connection with their approval of the definitive agreement, the
directors and executive officers of PennFed, who collectively own
approximately 16% of its shares outstanding, have each entered into a
voting agreement in favor of the transaction.
PennFed was advised by Sandler O'Neill & Partners, L.P. in the
transaction, and legal counsel was provided by Silver, Freedman &
Taff, L.L.P. Bear, Stearns & Co. Inc. served as an advisor to New York
Community Bancorp and Muldoon Murphy & Aguggia LLP served as legal
counsel.
Commenting on the transaction, Joseph R. Ficalora, President and
Chief Executive Officer of New York Community Bancorp, stated, "We are
very pleased to announce this latest addition to our growing banking
family. PennFed is a well regarded institution, with an attractive mix
of deposits and a $1.7 billion loan portfolio that is notable for its
exceptional quality. With the addition of PennFed's branches, we will
substantially strengthen our market in Essex, Union, and Hudson
counties, while establishing a presence in the central and southern
part of the state.
"The acquisition of PennFed is consistent with the five merger
transactions we've completed since November 2000, and is a very good
example of our growth-through-acquisition strategy. In addition to
providing us with additional funding in the form of deposits, the
transaction will enable us to enhance our earnings through the
repositioning of the post-merger balance sheet. The sale of
one-to-four family loans and securities is expected to provide us with
cash flows for deployment into multi-family and other higher-yielding
loans," Mr. Ficalora said.
Joseph L. LaMonica, President and Chief Executive Officer of
PennFed, stated, "Inasmuch as we have always been a community-oriented
institution, we are excited to partner with New York Community
Bancorp, a company that shares that same community focus, and will
continue our tradition of premier customer service to the communities
we now serve. We believe that the merger will maximize the value we
have created for our shareholders, who we expect will benefit from
enhanced financial metrics as well as a substantial increase in their
cash dividend as shareholders of New York Community."
Conference Call Set for 9:30 a.m. on November 3rd
New York Community Bancorp has posted to its web site an investor
presentation regarding the proposed acquisition, and will host a
conference call to discuss the expected benefits of the transaction at
9:30 a.m. Eastern Time on November 3rd. The conference call may be
accessed by dialing 800-946-0715 (for domestic calls) or 719-457-2643
(for international calls) and providing the following access code:
7101400. A replay of the conference call will be available
approximately two hours following completion of the call through
midnight on November 10th, and may be accessed by calling 888-203-1112
(domestic) or 719-457-0820 (international) and providing the same
access code. The conference call will also be web cast, and may be
accessed by visiting New York Community Bancorp's web site,
www.myNYCB.com, clicking on "Investor Relations," and following the
prompts. The web cast will be archived through 5:00 p.m. on November
10, 2006.
New York Community Bancorp, Inc.
New York Community Bancorp, Inc. is the $28.9 billion holding
company for New York Community Bank and New York Commercial Bank, and
the leading producer of multi-family loans for portfolio in New York
City. A New York State-chartered savings bank with 137 offices serving
New York City, Long Island, Westchester County, and northern New
Jersey, New York Community Bank is the third largest thrift depository
in the New York metropolitan region, and operates through seven local
divisions: Queens County Savings Bank, Roslyn Savings Bank, Richmond
County Savings Bank, Roosevelt Savings Bank, CFS Bank, First Savings
Bank of New Jersey, and Ironbound Bank. New York Commercial Bank has
29 branches serving Manhattan, Queens, Brooklyn, Westchester County,
and Long Island, including 17 branches of Atlantic Bank. Additional
information about New York Community Bancorp, Inc. and its bank
subsidiaries is available at www.myNYCB.com.
PennFed Financial Services, Inc.
PennFed Financial Services, Inc. is the $2.3 billion holding
company for Penn Federal Savings Bank, a New Jersey-based thrift with
loans of $1.7 billion, deposits of $1.5 billion, and 24 branches at
September 30, 2006. The Company has 13 branches serving the Ironbound
section of Newark and the surrounding communities of Essex County, and
11 branches serving customers in select communities in Ocean,
Monmouth, Middlesex, Hudson, and Union Counties. Additional
information about PennFed, its products, and performance is available
at www.pennfsb.com.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any securities. The proposed
transaction will be submitted to PennFed's stockholders for their
consideration. New York Community Bancorp, Inc. will file a
registration statement containing a proxy statement/prospectus that
will be sent to PennFed's stockholders, and other relevant documents
concerning the proposed transaction, with the U.S. Securities and
Exchange Commission (the "SEC"). PennFed will file relevant documents
concerning the proposed transaction with the SEC. WE URGE INVESTORS TO
READ THE REGISTRATION STATEMENT CONTAINING THE PROXY
STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED
WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Investors will be able to obtain these documents free of charge at
the SEC's web site (www.sec.gov). In addition, documents filed with
the SEC by New York Community Bancorp, Inc. will be available free of
charge from the Investor Relations Department, New York Community
Bancorp, Inc., 615 Merrick Avenue, Westbury, New York 11590. Documents
filed with the SEC by PennFed will be available free of charge from
the Corporate Secretary, PennFed Financial Services, Inc., 622 Eagle
Rock Avenue, West Orange, New Jersey 07052.
The directors, executive officers, and certain other members of
management of PennFed Financial Services, Inc. may be soliciting
proxies in favor of the transaction from the company's shareholders.
For information about these directors, executive officers, and members
of management, please refer to PennFed's proxy statement for the 2006
Annual Meeting of Stockholders, which is available on its web site and
on the SEC's web site, and at the address provided in the preceding
paragraph.
Safe Harbor Provisions of the Private Litigation Reform Act of
1995
This release, like other written and oral communications presented
by New York Community Bancorp, Inc. and PennFed Financial Services,
Inc. (the "Companies") and their authorized officers, may contain
certain forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Companies 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 are including this statement for
purposes of said safe harbor provisions.
Forward-looking statements, which are based on certain
assumptions, may be identified by their reference to future periods
and include, without limitation, those statements relating to the
anticipated effects of the transaction between the Companies. The
following factors, among others, could cause the actual results of the
transaction and the expected benefits of the transaction to the
combined company and to the Companies' shareholders, to differ
materially from the expectations stated in this release: the ability
of the Companies to consummate the transaction; a materially adverse
change in the financial condition or results of operations of either
company; the ability of New York Community Bancorp, Inc. to
successfully integrate the assets, liabilities, customers, systems,
and any management personnel it may acquire into its operations
pursuant to the transaction; and the ability to realize the related
revenue synergies and cost savings within the expected time frames.
In addition, factors that could cause the actual results of the
transaction to differ materially from current expectations include,
but are not limited to, general economic conditions and trends, either
nationally or locally in some or all of the areas in which the
Companies and their customers conduct their respective businesses;
conditions in the securities markets or the banking industry; changes
in interest rates, which may affect the Companies' net income, the
level of prepayment penalties and other future cash flows, or the
market value of their assets; changes in deposit flows, and in the
demand for deposit, loan, and investment products and other financial
services in the Companies' local markets; changes in the financial or
operating performance of the Companies' customers' businesses; changes
in real estate values, which could impact the quality of the assets
securing the Companies' loans; changes in the quality or composition
of the Companies' loan or investment portfolios; changes in
competitive pressures among financial institutions or from
non-financial institutions; changes in the customer base of either
company; potential exposure to unknown or contingent liabilities of
companies targeted by New York Community Bancorp, Inc. for
acquisition; the Companies' timely development of new lines of
business and competitive products or services within existing lines of
business in a changing environment, and the acceptance of such
products or services by the Companies' customers; any interruption or
breach of security resulting in failures or disruptions in customer
account management, general ledger, deposit, loan, or other systems;
the outcome of pending or threatened litigation or of other matters
before regulatory agencies, or of matters resulting from regulatory
exams, whether currently existing or commencing in the future;
environmental conditions that exist or may exist on properties owned
by, leased by, or mortgaged to the Companies; changes in estimates of
future reserve requirements based upon the periodic review thereof
under relevant regulatory and accounting requirements; changes in
banking, securities, tax, environmental, and insurance law,
regulations, and policies, and the ability to comply with such changes
in a timely manner; changes in accounting principles, policies,
practices, or guidelines; changes in legislation and regulation;
operational issues stemming from and/or capital spending necessitated
by the potential need to adapt to industry changes in information
technology systems, on which the Companies are highly dependent;
changes in the monetary and fiscal policies of the U.S. Government,
including policies of the U.S. Treasury and the Federal Reserve Board;
war or terrorist activities; and other economic, competitive,
governmental, regulatory, and geopolitical factors affecting the
Companies' operations, pricing, and services. Additionally, the timing
and occurrence or non-occurrence of events may be subject to
circumstances beyond the Companies' control.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
release. Except as required by applicable law or regulation, the
Companies disclaim any obligation to update any forward-looking
statements.