Investors Bancorp to Acquire American Bancorp of New Jersey
December 15 2008 - 6:08AM
Business Wire
Investors Bancorp, Inc. (NASDAQ: ISBC) and American Bancorp of New
Jersey, Inc. (NASDAQ: ABNJ) 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. With this transaction,
Investors Bancorp will gain market leading positions in the
attractive Townships of Bloomfield and Cedar Grove. The combined
institution will have $7.6 billion in assets, $4.4 billion in
deposits and 57 branches serving northern New Jersey. No branch
consolidation is expected. �We are delighted that American Bancorp
is joining Investors Bancorp as we combine two financially sound
banks with strong credit cultures and deep commitments to their
customers, employees and the communities they serve,� said Kevin
Cummings, the 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.� �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,� said Joseph
Kliminski, the CEO of American Bancorp of New Jersey. �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 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 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). 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.
Investors Bancorp anticipates that 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. 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#). The investor presentation for
this transaction can be accessed on Investors Bancorp�s website at
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 a 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, Executive Vice President, (973) 924-5100, or to American
Bancorp of New Jersey, Attention: Eric Heyer, 365 Broad Street, New
Jersey (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.
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