United Roosevelt Savings Bank Signs Definitive Agreement to Acquire Wawel Bank

On Aug 30, 2016

Carteret-based United Roosevelt Savings Bank and Wawel Bank jointly announced today that they have entered into a definitive agreement and plan of merger pursuant to which United Roosevelt will acquire Wawel Bank in an all-cash transaction valued at approximately $4.4 million, or $5.25 per share (excluding any shares held by Wawel Financial Services MHC, the mutual holding company for Wawel Bank, and subject to adjustment as provided for in the merger agreement).

Under the terms of the merger agreement, Wawel Bank will merge into United Roosevelt, with United Roosevelt the surviving entity, to be followed by the merger of Wawel MHC, which owns 60.8 percent of Wawel Bank’s outstanding common stock, into United Roosevelt, MHC, the holding company for United Roosevelt, with United Roosevelt, MHC as the surviving entity. In the mergers, all of the outstanding shares of Wawel Bank’s common stock will be cancelled, and all Wawel Bank stockholders other than Wawel MHC will be entitled to a payment of $5.25 per share in cash paid by United Roosevelt. The purchase price may increase or decrease based on Wawel Bank’s adjusted consolidated stockholders’ equity capital as of two days prior to the effective date of the merger. As Wawel MHC has no shareholders, no additional merger consideration will be paid to third parties.

In the mergers, depositors of Wawel Bank will become depositors of United Roosevelt, and will have the same rights and privileges in United Roosevelt, MHC as if their accounts had been established in United Roosevelt on the date established at Wawel Bank. The mergers have been approved by each company’s board of directors and are anticipated to close in the first quarter of 2017, subject to regulatory approvals, the approval of the shareholders of Wawel Bank and the members of Wawel MHC, and other customary closing conditions.

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