Investors Bancorp Announces Acquisition of American Bancorp of New Jersey
December 15 2008 - 6:00AM
PR Newswire (US)
SHORT HILLS and BLOOMFIELD, N.J., Dec. 15 /PRNewswire-FirstCall/ --
(NASDAQ:ISBC) Investors Bancorp, Inc. and (NASDAQ:ABNJ) American
Bancorp of New Jersey, Inc. jointly announced today the signing of
a definitive agreement under which Investors Bancorp will acquire
American Bancorp of New Jersey for $140 million in stock and cash,
or $12.50 per share. American Bancorp of New Jersey is a community
bank with $622 million in assets, $448 million in deposits and five
branches in Essex and Passaic Counties. The combined institution
will have $7.7 billion in assets, $4.4 billion in deposits and 57
branches serving northern and central New Jersey. No branch
consolidation is expected. "We are delighted American Bancorp is
joining Investors Bancorp as we combine two financially sound banks
with conservative credit cultures and deep commitments to their
customers, employees and the communities they serve," said Kevin
Cummings, President and CEO of Investors Bancorp. "This transaction
will enhance and expand our presence in Essex and Passaic Counties
and is consistent with our disciplined approach to capital
management." Joseph Kliminski, CEO of American Bancorp of New
Jersey commented, "The combination with Investors Bancorp will
provide many benefits to our customers and is in the best interests
of our shareholders because it creates a combined company with
considerable franchise value and growth potential. American
Bancorp's customers will continue to receive the same, high degree
of personal service to which they are accustomed while looking
forward to even more convenience across northern and central New
Jersey." Under the terms of the agreement, 70% of American Bancorp
of New Jersey shares will be converted into Investors Bancorp
common stock and the remaining 30% will be converted into cash.
American Bancorp of New Jersey's stockholders will have the option
to elect to receive either 0.9218 shares of Investors Bancorp
common stock or $12.50 in cash for each American Bancorp of New
Jersey common share, subject to proration to ensure that in the
aggregate 70% of the American Bancorp of New Jersey shares will be
converted into stock. The transaction is intended to qualify as a
tax-free reorganization for federal income tax purposes. As a
result, the shares of American Bancorp exchanged for Investors
Bancorp stock will be transferred on a tax-free basis. The purchase
price represents an 11.0% premium to deposits, 14.1% premium to
core deposits and 149% of tangible book value (all as of September
30, 2008). Investors Bancorp anticipates the transaction will be 4%
accretive to its fiscal year 2010 GAAP earnings before acquisition
transaction charges and 5% accretive to its fiscal year 2011 GAAP
earnings. In addition, Investors Bancorp estimates the transaction
will result in 4% dilution to estimated fully-converted tangible
book value at closing, with recovery to the pre-closing amount
within 18 months. The transaction has been approved by the boards
of directors of each company and is expected to close in the second
calendar quarter of 2009, subject to customary closing conditions
including regulatory approvals and approval by American Bancorp of
New Jersey's shareholders. After the transaction is completed,
James H. Ward III, American Bancorp of New Jersey's Vice Chairman,
will join the board of directors of Investors Bancorp. Citigroup
Global Markets Inc. acted as financial advisor to Investors
Bancorp, and Luse, Gorman, Pomerenk & Schick, P.C. acted as
legal advisor. Keefe, Bruyette & Woods, Inc. acted as financial
advisor to American Bancorp of New Jersey, and Silver Freedman
& Taff, L.L.P. as legal advisor. Conference Call Investors
Bancorp will hold a conference call regarding this announcement on
Monday, December 15, at 1:00 p.m. eastern time. The call may be
accessed by calling 877-238-4695 (access code 323729#);
international callers may dial 719-785-5595 (access code 323729#).
Callers are instructed to dial in ten minutes prior to the call
start time. The investor presentation for this transaction can be
accessed on Investors Bancorp's website at http://www.isbnj.com/.
For a rebroadcast of the conference call, available between
December 15 and December 22, dial 888-348-4629; international
719-884-8882, and enter access code 323729#. About Investors
Bancorp Investors Bancorp, Inc. is the holding company for
Investors Savings Bank (the "Bank"), a New Jersey chartered savings
bank. Investors Savings Bank has been serving the banking needs of
New Jersey families since 1926. With over $7.0 billion in assets
and a network of 52 branches in 9 Garden State counties, the Bank
delivers personalized and friendly service and products tailored to
the needs of customers. The range of products includes mortgages,
home equity loans and lines of credit, a variety of checking and
savings accounts as well as CDs, which are available at competitive
rates. The Bank is also providing financing and banking services to
the commercial real estate community. Recently, the Bank expanded
its commercial banking services by providing businesses with lines
of credit and structured financing as well as sweep accounts and
checking, deposit and escrow services. Commercial banking services
are offered to professional service firms, middle market companies,
industrial firms and other businesses. About American Bancorp of
New Jersey American Bancorp of New Jersey, Inc. is a New Jersey
corporation organized in May 2005 for the purpose of being the
holding company for American Bank of New Jersey, a
federally-chartered stock savings bank. American Bancorp maintains
its headquarters and one full service bank branch in Bloomfield,
New Jersey with four additional branch locations in Cedar Grove,
Verona, Nutley and Clifton, New Jersey. Forward-Looking Statements
Certain statements contained herein are "forward looking
statements" within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934.
Such forward looking statements may be identified by reference to a
future period or periods, or by the use of forward looking
terminology, such as "may," "will," "believe," "expect,"
"estimate," "anticipate," "continue," or similar terms or
variations on those terms, or the negative of those terms. Forward
looking statements are subject to numerous risks, as described in
Investors Bancorp's SEC filings, and uncertainties, including, but
not limited to, those related to the real estate and economic
environment, particularly in the market areas in which Investors
Bancorp operates, competitive products and pricing, fiscal and
monetary policies of the U.S. Government, changes in government
regulations affecting financial institutions, including regulatory
fees and capital requirements, changes in prevailing interest
rates, acquisitions and the integration of acquired businesses,
credit risk management, asset-liability management, the financial
and securities markets and the availability of and costs associated
with sources of liquidity. Investors Bancorp wishes to caution
readers not to place undue reliance on any such forward looking
statements, which speak only as of the date made. Investors Bancorp
wishes to advise readers that the factors listed above could affect
Investors Bancorp's financial performance and could cause Investors
Bancorp's actual results for future periods to differ materially
from any opinions or statements expressed with respect to future
periods in any current statements. Investors Bancorp does not
undertake and specifically declines any obligation to publicly
release the results of any revisions, which may be made to any
forward looking statements to reflect events or circumstances after
the date of such statements or to reflect the occurrence of
anticipated or unanticipated events. Additional Information
Investors Bancorp will file a registration statement, a proxy
statement/prospectus and other relevant documents concerning the
proposed transaction with the Securities and Exchange Commission
(the "SEC"). Shareholders are urged to read the registration
statement and the proxy statement/prospectus when it becomes
available and any other relevant documents filed with the SEC, as
well as any amendments or supplements to those documents, because
they will contain important information. You will be able to obtain
a free copy of the proxy statement/prospectus, as well as other
filings containing information about Investors Bancorp and American
Bancorp at the SEC's Internet site (http://www.sec.gov/). Copies of
the proxy statement/prospectus to be filed by Investors Bancorp
also can be obtained, when available and without charge, by
directing a request to Investors Bancorp, Inc., Attention: Domenick
Cama, EVP and Chief Operating Officer, 101 JFK Parkway, Short
Hills, NJ 07078, (973) 924-5105, or to American Bancorp of New
Jersey, Attention: Eric Heyer, SVP and Chief Financial Officer, 365
Broad Street, Bloomfield, New Jersey 07003, (973) 748-3600.
American Bancorp, Investors Bancorp and their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of American Bancorp
in connection with the acquisition. Information about the directors
and executive officers of American Bancorp and their ownership of
American Bancorp common stock is set forth in American Bancorp's
most recent proxy statement as filed with the SEC, which is
available at the SEC's Internet site (http://www.sec.gov/) and at
American Bancorp at the address in the preceding paragraph.
Information about the directors and executive officers of Investors
Bancorp is set forth in Investors Bancorp's most recent proxy
statement filed with the SEC and available at the SEC's Internet
site and from Investors Bancorp at the address set forth in the
preceding paragraph. Additional information regarding the interests
of these participants may be obtained by reading the joint proxy
statement/prospectus regarding the proposed transaction when it
becomes available. DATASOURCE: Investors Bancorp, Inc. CONTACT:
Investors, Domenick Cama, EVP and Chief Operating Officer of
Investors Bancorp, +1-973-924-5105, , or Eric Heyer, SVP and Chief
Financial Officer of American Bancorp of New Jersey,
+1-973-748-3600 Web Site: http://www.isbnj.com/
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