Item 2.01 Completion of an Acquisition or Disposition of Assets
This Current Report on Form 8-K (this Report) is being filed in connection with the
consummation, on July 10, 2020, of the transactions contemplated by the Agreement and Plan of Merger, dated as of December 18, 2019 (the Merger Agreement), by and between Kearny Financial Corp., a New Jersey corporation (the
Kearny or KRNY), and MSB Financial Corp., a Maryland corporation (MSB or MSBF), including the merger of MSB with and into Kearny (the Merger), with Kearny as the surviving corporation in
the Merger.
On July 10, 2020, Kearny completed the merger with MSB pursuant to the Merger Agreement. Under the terms of the Merger
Agreement, at the effective time of the Merger (the Effective Time), each share of MSB common stock, no par value (MSB Common Stock), subject to the proration and allocation procedures set forth in the Merger Agreement, was
converted into the right to receive either (i) $18.00 in cash (the Cash Consideration) or (ii) 1.30 shares of Kearny common stock, par value $.01 per share (the Stock Consideration and, together with the Cash Consideration,
the Merger Consideration).
Immediately following the Merger, the MSBs wholly-owned bank subsidiary, Millington Bank,
merged with and into Kearnys wholly-owned bank subsidiary, Kearny Bank (the Bank Merger), with Kearny Bank surviving the Bank Merger.
As previously announced, the election deadline for holders of MSB Common Stock to elect the form of consideration they wished to receive in
the Merger, subject to the allocation and proration procedures set forth in the Merger Agreement, was 5:00 p.m., Eastern Time, on June 15, 2020. Pursuant to the Merger Agreement, approximately 10% of the shares of MSB Common Stock outstanding
immediately prior to the Effective Time were converted into the right to receive the Cash Consideration and approximately 90% of the shares of MSB Common Stock outstanding immediately prior to the Effective Time were converted into the right to
receive the Stock Consideration. A complete description of the Merger, including the allocation and proration procedures, was included in the MSBs Definitive Proxy Statement, dated April 16, 2020, which was previously provided to the
shareholders of MSB.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in
its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to MSBs Form 8-K filed on December 19, 2019 and is incorporated herein by reference.