UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
March
17, 2010
Date of
Report (Date of earliest event reported)
Sterling
Banks, Inc.
(Exact
name of registrant as specified in its charter)
New
Jersey
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|
333-133649
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20-4647587
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Ident.
No.)
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|
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3100
Route 38, Mount Laurel, New Jersey
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08054
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(Address
of principal executive offices)
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(Zip
Code)
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(856)
273-5900
Registrant’s
telephone number, including area code
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N/A
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(Former
name or former address, if changed since last
report.)
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
ý
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4 (c))
Item 1.01
Entry into a Material Definitive Agreement.
On
March 17, 2010, Sterling Banks, Inc. (“
Sterling
”), the parent company
of Sterling Bank (“
SB
”),
and Roma Financial Corporation (“
Roma
”), the parent company of
Roma Bank (“
RB
”),
entered into an Agreement and Plan of Merger (the “
Merger Agreement
”) pursuant to
which Sterling will merge with a newly formed subsidiary of Roma (the “
Merger
”). Concurrent with the
Merger, it is expected that SB will merge with and into RB (the “
Bank Merger
”).
Under the
terms of the Merger Agreement, which is included as Exhibit 2.1 hereto and
incorporated herein by reference, shareholders of Sterling will receive $2.52 in
cash for each share of common stock they own (“
Per Share Cash
Consideration
”), subject to adjustment as described below. The
Merger Agreement also provides that all options to purchase Sterling stock that
are outstanding and unexercised immediately prior to the closing (“
Sterling Options
”) shall be
cancelled.
The Per
Share Cash Consideration is subject to adjustment in the event that Sterling’s
tangible common equity is less than $13.4 million as of the end of the
month immediately preceding the mailing of Sterling’s proxy statement to its
shareholders in connection with the special meeting of Sterling shareholders to
be held to approve the Merger.
The
senior management of Roma and RB will remain the same following the Merger. At
the closing of the Merger, Roma and RB will each expand the size of its board by
one member and appoint one director of Sterling as a director of each of Roma
and RB.
The
Merger Agreement contains (a) customary representations and warranties of
Sterling and Roma, including, among others, with respect to corporate
organization, capitalization, corporate authority, third party and governmental
consents and approvals, financial statements, and compliance with applicable
laws, (b) covenants of Sterling to conduct its business in the ordinary
course until the Merger is completed; (c) covenants of SB to use reasonable
efforts to preserve intact its business organization and assets and maintain its
rights and franchises, and (d) covenants of Sterling and SB not to take
certain actions during such period. Sterling has also agreed not to
(i) solicit proposals relating to alternative business combination
transactions or (ii) subject to certain exceptions, enter into discussions
concerning, or provide confidential information in connection with, any
proposals for alternative business combination transactions.
Consummation
of the Merger is subject to certain conditions, including, among others,
approval of the Merger by shareholders of Sterling, governmental filings and
regulatory approvals and expiration of applicable waiting periods, accuracy of
specified representations and warranties of the other party, absence of a
material adverse effect, and obtaining material consents and authorizations for
the lawful consummation of the Merger and the Bank Merger.
The
Merger Agreement also contains certain termination rights for Roma and Sterling,
as the case may be, applicable upon the occurrence or non-occurrence of certain
events, including: final, non-appealable denial of required
regulatory approvals or an injunction prohibiting the transactions contemplated
by the Merger Agreement; if, subject to certain conditions, the Merger has not
been completed by December 31, 2010; a breach by the other party that is
not or cannot be cured within 30 days if such breach would result in a
failure of the conditions to closing set
forth in
the Merger Agreement; Sterling’s shareholders failing to approve the transaction
by the required vote; Sterling’s nonperforming assets exceed $30,000,000 for the
period from January 1, 2010 to the closing date; Sterling’s adjusted
tangible common equity as of the closing date is less than $9,900,000; entry by
the Board of Directors of Sterling into an alternative business combination
transaction; or the failure by the Board of Directors of Sterling to recommend
the Merger to its shareholders. If the Merger is not consummated
under certain limited circumstances, Sterling has agreed to pay Roma a
termination fee of $745,000.
The
representations and warranties of each party set forth in the Merger Agreement
have been made solely for the benefit of the other party to the Merger
Agreement. In addition, such representations and warranties
(a) are subject to materiality qualifications contained in the
Merger Agreement, which may differ from what may be viewed as material by
investors, (b) were made only as of the date of the Merger Agreement or
such other date as is specified in the Merger Agreement, and (c) may have
been included in the Merger Agreement for the purpose of allocating risk between
Sterling and Roma rather than establishing matters as
facts. Accordingly, the Merger Agreement is included with this filing
only to provide investors with information regarding the terms of the Merger
Agreement, and not to provide investors with any other factual information
regarding the parties or their respective businesses.
The
foregoing summary of the Merger Agreement is not complete and is qualified in
its entirety by reference to the complete text of such document, which is filed
as Exhibit 2.1 hereto and which is incorporated herein by reference in its
entirety.
Forward
Looking Statements
Except
for historical information, all other information in this filing consists of
forward-looking statements. These forward-looking statements involve
a number of risks, uncertainties and other factors that may cause actual results
to be materially different from those expressed or implied in the
forward-looking statements. Important factors that could cause the
statements made to differ include that the transaction is subject to a number of
conditions and approvals and that the final Per Share Cash Consideration is
subject to adjustment. Other important factors are discussed under
the caption “Forward-Looking Statements” in Sterling’s Form 10-K Annual Report
for the year ended December 31, 2008 and in subsequent filings made prior
to or after the date hereof.
Item 7.01 Regulation FD Disclosure
On March 18, 2010, Sterling Banks, Inc. issued a press release,
attached hereto as Exhibit 99.1, announcing that it entered into an Agreement
and Plan of Merger with Roma Financial Corporation.
Exhibit
99.1
is incorporated into this Item 7.01 by reference. The information
contained in such Exhibit shall not be deemed "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of such section, nor will such
information be deemed incorporated by reference in any filing under the
Securities Act or the Exchange Act except as may be expressly set forth by
specific reference in such filing.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Sterling
Banks, Inc.
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Dated:
March 18, 2010
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By:
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/s/ Robert H.
King
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Robert
H. King
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President
and
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Chief
Executive Officer
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