Northeast Indiana Bancorp (NASDAQ:NEIB)
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Northeast Indiana Bancorp, Inc. Announces Plan to End SEC
Reporting and Nasdaq Listing
HUNTINGTON, Ind., March 16 /PRNewswire-FirstCall/ -- Northeast Indiana
Bancorp, Inc. ("NEIB"), announced today that its Board of Directors has
approved a plan to end the Corporation's obligation to file reports with the
Securities and Exchange Commission (the "SEC"). This would be accomplished
through a 1-for-125 reverse split of NEIB's common stock to be followed
immediately by a 125-for-1 forward split. In the split transaction,
stockholders with fewer than 125 shares of NEIB common stock held of record in
their name immediately before the split transaction will receive a cash payment
equal to $23.50 per pre-split share. Stockholders holding 125 or more shares
of NEIB common stock immediately before the split transaction will not receive
a cash payment and will continue to hold the same number of shares after
completion of the split transaction.
If the split transaction is completed, NEIB expects to have fewer than 300
stockholders of record, thereby being eligible to file a Form 15 to deregister
its common stock under the Securities Exchange Act of 1934. As a result, the
Corporation would no longer be required to file periodic reports and other
information with the Securities and Exchange Commission. If NEIB deregisters
its common stock and suspends reporting obligations under the Securities
Exchange Act of 1934, the common stock will cease to be eligible for trading on
Nasdaq. However, the Corporation anticipates that its common stock will be
quoted on the OTC Bulletin Board or in the pink sheets, to the extent market
makers continue to make a market in its shares.
"Our Board of Directors decided to take this action," said Stephen E. Zahn,
NEIB's President and CEO, "because we believe that the advantages of continuing
as a public company are far outweighed by the disadvantages. As a public
reporting company, Northeast Indiana Bancorp, Inc. incurs significant
accounting, legal and administrative costs that are associated with compliance
with the SEC's reporting requirements, which can be expected to increase due to
recent legislation. We believe that the cost savings we will realize by going
private will have a positive impact on the Corporation's results of operation
and will allow management to focus more of its attention on the Corporation's
business. The Corporation's shares trade infrequently. Therefore, management
and the directors believe that any negative impact on the liquidity of the
shares as a result of deregistering and delisting will be minimal."
The Board of Directors has received a fairness opinion from its financial
advisor, Keefe, Bruyette & Woods, Inc., that the cash consideration of $23.50
per share to be paid in the proposed split transaction to record stockholders
owing fewer than 125 shares is fair, from a financial point of view, to those
stockholders. The proposed split transaction is subject to approval by the
holders of a majority of the issued and outstanding shares of Northeast Indiana
Bancorp, Inc. common stock. Stockholders will be asked to approve the split
transaction at an annual meeting of stockholders, currently expected to be held
in the second quarter of 2005.
Northeast Indiana Bancorp, Inc. intends to file a preliminary proxy statement
and Schedule 13E-3 with the SEC outlining the transaction. All stockholders
are advised to read the definitive proxy statement and Schedule 13E-3 at the
SEC's web site at http://www.sec.gov/ . Northeast Indiana Bancorp, Inc. will
also mail a copy of the definitive proxy statement prior to the annual meeting
to its stockholders entitled to vote at the meeting.
Northeast Indiana Bancorp, Inc. is headquartered at 648 North Jefferson Street,
Huntington, Indiana. The Corporation offers a full array of banking, trust,
and financial brokerage services to its customers through three full service
branches located in Huntington, Indiana. The Corporation is traded on the
NASDAQ-NM under the symbol "NEIB."
Forward-looking statements made herein reflect management's expectations as of
the date such statements are made. Such information is provided to assist
stockholders and potential investors in understanding current and anticipated
financial operations of the Corporation and is included pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. The
Corporation's ability to predict future results involves a number of risks and
uncertainties, some of which have been set forth in the Corporation's most
recent annual report on Form 10-KSB, which disclosures are incorporated by
reference herein. The Corporation undertakes no obligation to update any
forward-looking statement to reflect events or circumstances that arise after
the date such statements are made.
DATASOURCE: Northeast Indiana Bancorp, Inc.
CONTACT: Stephen E. Zahn, Chairman of the Board, President, CEO, Michael
S. Zahn, Senior Vice President, or Randy J. Sizemore, Senior Vice President,
CFO, of Northeast Indiana Bancorp, Inc., +1-260-356-3311
Web site: http://www.firstfedhuntington.com/