ST. Francis Capital (NASDAQ:STFR)
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Stockholders of MAF Bancorp and St. Francis Capital Corporation Approve Merger
CLARENDON HILLS, Ill. and MILWAUKEE, Nov. 26 /PRNewswire-FirstCall/ -- MAF
Bancorp, Inc. and St. Francis Capital Corporation. jointly announced today
that at special meetings of stockholders held on November 25, 2003 and November
26, 2003, MAF and St. Francis stockholders adopted and approved the Agreement
and Plan of Reorganization, dated as of May 20, 2003, by and among MAF and St.
Francis and the resulting merger of St. Francis with and into MAF.
Pursuant to the merger agreement, each share of St. Francis common stock will be
converted into the right to receive 0.79 shares of MAF common stock. Based on
the closing price of MAF common stock on November 25, 2003, the transaction has
a current value of $351 million in the aggregate and $34.55 per share of St.
Francis common stock. The transaction, which is subject to customary closing
conditions, is scheduled to close in early December 2003. All required
regulatory approvals for the merger have been obtained. In connection with the
merger, St. Francis' bank subsidiary, St. Francis Bank, will be merged with and
into Mid America Bank, a wholly-owned subsidiary of MAF Bancorp. The merger of
the banks will provide Mid America Bank with 23 branch locations in Milwaukee
and its suburbs, bringing Mid America's total branch network to 66 banking
offices in the greater Chicago and Milwaukee areas.
MAF is the parent company of Mid America Bank, a federally chartered stock
savings bank headquartered in Clarendon Hills, IL. At September 30, 2003 the
Company had assets of $6.7 billion, deposits of $4.3 billion and stockholders'
equity of $616 million. The Bank currently operates a network of 43 retail
banking offices primarily in Chicago and its western suburbs. MAF's common
stock trades on the Nasdaq Stock Market under the symbol MAFB.
St. Francis is the holding company for St. Francis Bank, a federally chartered
stock savings bank headquartered in Brookfield, WI. At September 30, 2003, St.
Francis had assets of $2.2 billion, deposits of $1.4 billion, and stockholders'
equity of $194 million. St. Francis' common stock trades on the Nasdaq Stock
Market under the symbol STFR.
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 St. Francis 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 invoking these safe harbor provisions.
Factors which could have an effect on the timing of the closing of the merger of
St. Francis into MAF include, but are not limited to, unanticipated developments
that could have a material adverse effect on MAF or St. Francis or unexpected
developments affecting MAF's or St. Francis' ability to satisfy any conditions
to closing.
DATASOURCE: MAF Bancorp, Inc.; St. Francis Capital Corporation
CONTACT: Allen H. Koranda, Chairman and Chief Executive Officer, or
Jerry A. Weberling, EVP and Chief Financial Officer, both of MAF Bancorp,
Inc., +1-630-887-5999; or Thomas R. Perz, Chairman and Chief Executive
Officer, or Jon D. Sorenson, EVP and Chief Financial Officer, both of St.
Francis Capital Corporation, +1-262-787-8716
Web site: http://www.mafbancorp.com/