CHEVIOT, Ohio, July 12, 2011 /PRNewswire/ -- Cheviot Financial
Corp. (the "Company") (NasdaqCM: CHEV), the parent company for
Cheviot Savings Bank, announced today that its Board of Directors,
together with the Boards of Directors of Cheviot Mutual Holding
Company (the "MHC") and Cheviot Savings Bank (the "Bank") have
unanimously adopted a Plan of Conversion and Reorganization (the
"Plan of Conversion").
Pursuant to the Plan of Conversion, the MHC will sell its
majority ownership in the Company in a "second-step" stock
offering. Simultaneously, the Company, which is currently a mutual
holding company, will reorganize to a fully public stock holding
company.
As part of the conversion and reorganization, the Bank will
become a wholly owned subsidiary of a New Holding Company, which
also will be named Cheviot Financial Corp. Shares of common stock
of the Company held by persons other than the MHC (whose shares
will be canceled) will be converted into shares of common stock of
the New Holding Company pursuant to an exchange ratio intended to
preserve the percentage ownership interests of such persons. In the
stock offering, depositors of the Bank and former depositors of The
Franklin Savings and Loan Company, with qualifying deposits as of
June 30, 2010, will have first
priority to purchase the shares of common stock.
The transactions contemplated by the Plan of Conversion are
subject to approval by the Company's stockholders (including
approval by a majority of the shares held by persons other than the
MHC), the voting members of the MHC (depositors of the Bank), and
the Board of Governors of the Federal Reserve System.
A prospectus or proxy statement-prospectus, as applicable, and
other proxy materials containing detailed information relating to
the Plan of Conversion, details of the offering, and business and
financial information about the Company will be sent to
stockholders of the Company and members of the MHC following
regulatory approval.
Cheviot Financial Corp., with $607.4
million in total assets, is the holding company for Cheviot
Savings Bank. Cheviot Savings Bank, founded in 1911, operates 12
full service banking offices and one lending office in Hamilton County, Ohio.
This release is neither an offer to sell nor a solicitation
of an offer to buy common stock. The offer is made only by the
prospectus when accompanied by a stock order form. The shares of
common stock of the New Holding Company are not savings accounts or
savings deposits, may lose value and are not insured by the Federal
Deposit Insurance Corporation or any other government
agency.
This press release contains certain forward-looking statements
about the conversion and reorganization. Forward-looking statements
include statements regarding anticipated future events and can be
identified by the fact that they do not relate strictly to
historical or current facts. They often include words such as
"believe," "expect," "anticipate," "estimate," and "intend" or
future or conditional verbs such as "will," "would," "should,"
"could," or "may." Forward-looking statements, by their nature, are
subject to risks and uncertainties. Certain factors that could
cause actual results to differ materially from expected results
include delays in consummation of the Plan of Conversion and
Reorganization, difficulties in selling the shares of stock or in
selling the shares of stock, increased competitive pressures,
changes in the interest rate environment, general economic
conditions or conditions within the securities markets, and
legislative and regulatory changes that could adversely affect our
business.
SOURCE Cheviot Financial Corp.