BROOKLYN, N.Y., Aug. 24, 2011 /PRNewswire/ -- Today, Brooklyn
Federal Bancorp, Inc. (NASDAQ: BFSB) announced that a special
meeting (the "Special Meeting") of its common stockholders will be
held at Brooklyn Federal Savings Bank's main office, located at 81
Court Street, Brooklyn, New York
11201 at 4:00 p.m., New York time on November 15, 2011. At the Special Meeting,
holders of Brooklyn Federal Bancorp, Inc.'s common stock will be
asked to approve the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of August 16,
2011, by and between (i) Investors Savings Bank, Investors
Bancorp, Inc., and Investors Bancorp, MHC, and (ii) Brooklyn
Federal Savings Bank, Brooklyn Federal Bancorp, Inc. and BFS
Bancorp, MHC, which specifies that Brooklyn Federal Bancorp, Inc.,
BFS Bancorp, MHC and Brooklyn Federal Savings Bank, will merge with
and into Investors Bancorp, Inc., Investors Bancorp, MHC and
Investors Savings Bank, respectively. These mergers are
expected to close in the fourth quarter of this year.
The Board of Directors of Brooklyn Federal Bancorp, Inc. has
fixed the close of business on October 11,
2011 as the record date for determining the stockholders of
record who are entitled to receive notice of the Special Meeting
and to attend and vote at the Special Meeting and any
adjournment(s) or postponement(s) thereof. Brooklyn Federal
Bancorp, Inc. has not yet filed a proxy statement related to its
Special Meeting (the "Special Meeting Proxy").
Separately, Brooklyn Federal Bancorp, Inc. plans to hold its
2011 annual meeting of stockholders on September 20, 2011 (the "Annual Meeting") to
elect directors and ratify the selection of its independent
registered public accounting firm. Brooklyn Federal Bancorp,
Inc. filed and commenced the mailing of its definitive Annual
Meeting proxy statement on August 22,
2011 (the "Annual Meeting Proxy"). Common stockholders
of Brooklyn Federal Bancorp, Inc. as of the close of business on
August 8, 2011 can vote at and attend
the Annual Meeting.
About Brooklyn Federal Bancorp, Inc.
Brooklyn Federal Bancorp, Inc. is the holding company for
Brooklyn Federal Savings Bank. Brooklyn Federal Savings Bank is a
federally chartered savings bank headquartered in Brooklyn, New York. Brooklyn Federal Savings
Bank's deposits are insured by the Federal Deposit Insurance
Corporation. It operates five full-service offices, two located in
Brooklyn, one in Nassau and two in Suffolk County, New York.
Caution About Forward-Looking Statements
This news release may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements are statements that include
projections, predictions, expectations, or beliefs about future
events, such as statements about the anticipated closing date of
the transactions discussed herein. Although it is believed
that forward-looking statements are based upon reasonable
assumptions, there can be no assurance that actual results,
performance or achievements will not differ materially from any
results expressed or implied by such forward-looking statements or
that the mergers will close by the anticipated closing date.
Such forward-looking statements are subject to risks and
uncertainties, that could cause actual events or results to differ
materially from those described in the forward-looking statements
and include, but are not limited to, the risk that regulatory
approval and Stockholder Approval (as defined below) will not be
obtained and those risks described in the cautionary language
included under the headings "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" in Brooklyn Federal Bancorp, Inc.'s Annual Report on
Form 10-K for the fiscal year ended September 30, 2010 and Quarterly Reports on Form
10-Q for the quarters ended December 31,
2010, March 31, 2011 and
June 30, 2011 and other filings made
by Brooklyn Federal Bancorp, Inc. with the Securities and Exchange
Commission (the "SEC"). Forward-looking statements speak only
as of the date on which such statements are made. No
obligation is being undertaken to update any forward-looking
statement to reflect events or circumstances after the date on
which such statement is made, or to reflect the occurrence of
unanticipated events.
Additional Information
The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement, which was filed
by Brooklyn Federal Bancorp, Inc. with the SEC on Form 8-K on
August 17, 2011. Stockholders
are urged to read the Merger Agreement for a more complete
understanding of the terms of the mergers.
This news release does not constitute a solicitation of any vote
or approval. Brooklyn Federal Bancorp Inc. will be filing
with the SEC the Special Meeting Proxy and other relevant documents
related to approval of the Merger Agreement and related
transactions ("Stockholder Approval"). We urge stockholders
to read the Special Meeting Proxy other related documents to be
filed with the SEC because they will contain important
information.
Once available, these documents will be obtainable free of
charge on the SEC's web site (www.sec.gov). In addition, documents
filed with the SEC by Brooklyn Federal Bancorp, Inc. will be
available free of charge from Gregg J. Wagner, President and
Chief Executive Officer of Brooklyn Federal Bancorp, Inc., at (718)
855-8500.
The directors, executive officers and certain other members of
management and employees of Brooklyn Federal Bancorp Inc. and
Investors Bancorp, Inc. may be deemed to be "participants" in the
solicitation of proxies for Stockholder Approval. Information
regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of Stockholder Approval
will be set forth in the Special Meeting Proxy and the other
relevant documents to be filed with the SEC. Stockholders
are urged to read the proxy statement when it becomes available and
any other relevant documents filed by Brooklyn Federal Bancorp Inc.
with the SEC, as well as any amendments or supplements to those
documents, because they will contain important information.
You can find information about Brooklyn Federal Bancorp
Inc.'s executive officers and directors in the Annual Meeting
Proxy. Information about the directors and executive officers
of Investors Bancorp, Inc. is set forth in the proxy statement
related to its 2011 annual meeting of stockholders, as filed with
the SEC on a Schedule 14A on April 29,
2011.
SOURCE Brooklyn Federal Bancorp, Inc.