Pennfed (NASDAQ:PFSB)
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New York Community Bancorp, Inc. (NYSE: NYB) and PennFed Financial
Services, Inc. (NASDAQ/Global Market: PFSB) (“PennFed”)
today announced that the acquisition of PennFed by New York Community
Bancorp has been approved by the New York State Banking Board.
Pending the approval of PennFed’s shareholders
at a special meeting to be held on Tuesday, March 13th, the acquisition
is expected to be completed on or about March 31, 2007. Upon completion
of the transaction, PennFed will merge with and into New York Community
Bancorp, and Penn Federal Savings Bank, the primary subsidiary of
PennFed, will merge with and into the savings bank subsidiary of New
York Community Bancorp, New York Community Bank.
New York Community Bancorp, Inc.
New York Community Bancorp, Inc. is the $28.5 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. A New York State-chartered commercial bank, New York
Commercial Bank has 27 branches serving Manhattan, Queens, Brooklyn,
Westchester County, and Long Island. 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 and deposits of $1.5 billion at December 31, 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. New York Community
Bancorp, Inc. has filed a registration statement containing a proxy
statement/prospectus that has been sent to PennFed’s
stockholders, and other relevant documents concerning the proposed
transaction, with the U.S. Securities and Exchange Commission (the “SEC”).
PennFed has filed 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 FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Investors are 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. are
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 are 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 the proxy
statement/prospectus that has been sent to PennFed’s
stockholders, which is available on the SEC’s
web site and at the address provided in the preceding paragraph.
Safe Harbor Provisions of the Private
Securities 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 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.