CMS Bancorp Announces Merger Agreement With Customers Bancorp Will Not Be Extended
21 December 2013 - 10:57AM
Today, CMS Bancorp, Inc. (Nasdaq:CMSB), the parent company of CMS
Bank (together, "CMS") announced its decision to not further extend
the termination date of a previously announced Agreement and Plan
of Merger dated as of August 10, 2012 by and between CMS and
Customers Bancorp, Inc. ("Customers") as amended effective as of
April 22, 2013 ("Merger Agreement").
The Merger Agreement had called for a termination date by
December 31, 2013 if the contemplated merger of CMS and Customers
is not completed by that time. Customers would have had a right to
extend the termination date to a later date of March 31, 2014 if
certain conditions were satisfied, including that Customers shall
have made all regulatory filings that are required to obtain
regulatory approval for the purchase of CMS by December 31, 2013.
It is our understanding that Customers will not satisfy this
condition.
The decision of the CMS Board of Directors to not further extend
the Merger Agreement beyond the December 31, 2013 termination date
was due to delays in the receipt of regulatory approvals by
Customers to purchase CMS. Due to the continued delay and
uncertainty in the timing of receipt of regulatory approvals by
Customers, CMS determined that not further extending the Merger
Agreement at this time, which allows the Merger Agreement to be
terminated, is in the Company's best interest.
John E. Ritacco, President and Chief Executive Officer of CMS
commented, "The CMS Board is disappointed that the proposed merger
under the Merger Agreement will not proceed. However, the Board is
confident that the decision to not further extend the Merger
Agreement at this time is the right decision for our shareholders,
customers, and employees. As an independent company, we will
forge ahead with executing our business strategy to operate the
Bank as a well-capitalized, profitable and community-oriented
savings bank."
CMS will proceed to terminate the Merger Agreement in its normal
course and pursuant to the terms of the Merger
Agreement. Under the Merger Agreement, Customers is obligated
to pay to CMS a termination fee of One Million Dollars ($1,000,000)
if the Merger Agreement is terminated for the reasons noted, that
is, due to delay in the receipt of regulatory approvals.
CMS will announce the Merger Agreement termination when it
occurs, and in accordance with the required timeframe under the
securities laws, in a Current Report on Form 8-K that will be filed
with the Securities and Exchange Commission and will be available
at www.sec.gov.
About CMS Bancorp and CMS Bank
CMS Bancorp, Inc. is a savings and loan holding company
headquartered in White Plains, New York with total consolidated
assets of approximately $258 million at September 30,
2013. CMS Bancorp's principal business is to operate CMS Bank,
a New York state-chartered savings bank, which conducts its
operations mainly through its corporate administrative office in
White Plains, New York and five retail banking offices located in
the communities of Eastchester, Greenburgh, Mount Vernon, West
Harrison, and Mount Kisco, in Westchester County, New York. CMS
Bank's deposits are insured up to the applicable legal limit by the
Federal Deposit Insurance Corporation ("FDIC"). More information
about CMS Bancorp and CMS Bank can be found on CMS Bank's Internet
website at www.cmsbk.com.
CONTACT: John E. Ritacco, President & CEO 914-422-2700
Stephen E. Dowd, SVP & CFO 914-422-2700
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