PennFed Financial Services, Inc. Shareholders Approve Acquisition by New York Community Bancorp, Inc.
14 March 2007 - 3:05AM
Business Wire
The acquisition of PennFed Financial Services, Inc. (NASDAQ/Global
Market: PFSB) (�PennFed�) by New York Community Bancorp, Inc.
(NYSE: NYB) was approved today at a special meeting of PennFed�s
shareholders, paving the way for the acquisition to take effect on
or about March 31st. Upon completion, PennFed will merge with and
into New York Community Bancorp and Penn Federal Savings Bank, the
primary subsidiary of PennFed, will merge with and into New York
Community Bancorp�s savings bank subsidiary, New York Community
Bank. The acquisition was previously approved by the Superintendent
of the New York State Banking Department, and the merger of Penn
Federal Savings Bank with and into New York Community Bank was
previously approved by the FDIC. Under the terms of the Agreement
and Plan of Merger, PennFed shareholders will receive 1.222 shares
of New York Community Bancorp stock for each share of PennFed stock
held at the effective date of the merger, and cash in lieu of any
fractional share. Following the merger, New York Community Bancorp
will have approximately 314 million outstanding shares of common
stock. Commenting on the receipt of shareholder approval, New York
Community Bancorp Chairman, President, and Chief Executive Officer
Joseph R. Ficalora stated, �We are grateful for the significant
level of support the transaction received today from PennFed�s
shareholders, and look forward to serving them as shareholders of
our company. With the addition of PennFed�s 24 branches, we will
have 187 locations spanning the New York metropolitan
region--including 32 in New Jersey--and the opportunity to increase
our revenues while serving our growing customer base.� Joseph L.
LaMonica, President and Chief Executive Officer of PennFed stated,
�All the support received from our shareholders since our initial
public offering in July 1994 has been very much appreciated. We
believe this merger maximizes shareholder value and goes further to
provide benefits to our customers. Partnering with New York
Community Bancorp, a company that shares our community-oriented
focus, allows our customers access to an expanded line of products
and services.� New York Community Bancorp, Inc. New York Community
Bancorp, Inc. is the $28.5 billion holding company for New York
Community Bank and New York Commercial Bank, and the leading
producer of multi-family loans for portfolio in New York City. A
New York State-chartered savings bank with 137 offices serving New
York City, Long Island, Westchester County, and northern New
Jersey, New York Community Bank is the third largest thrift
depository in the New York metropolitan region, and operates
through seven local divisions: Queens County Savings Bank, Roslyn
Savings Bank, Richmond County Savings Bank, Roosevelt Savings Bank,
CFS Bank, First Savings Bank of New Jersey, and Ironbound Bank. A
New York State-chartered commercial bank, New York Commercial Bank
has 27 branches serving Manhattan, Queens, Brooklyn, Westchester
County, and Long Island. Additional information about New York
Community Bancorp, Inc. and its bank subsidiaries is available at
www.myNYCB.com. PennFed Financial Services, Inc. PennFed Financial
Services, Inc. is the $2.3 billion holding company for Penn Federal
Savings Bank, a New Jersey-based thrift with loans of $1.7 billion
and deposits of $1.5 billion at December 31, 2006. The Company has
13 branches serving the Ironbound section of Newark and the
surrounding communities of Essex County, and 11 branches serving
customers in select communities in Ocean, Monmouth, Middlesex,
Hudson, and Union Counties. Additional information about PennFed,
its products, and performance is available at www.pennfsb.com. Safe
Harbor Provisions of the Private Securities Litigation Reform Act
of 1995 This release, like other written and oral communications
presented by New York Community Bancorp, Inc. and PennFed Financial
Services, Inc. (the �Companies�) and their authorized officers, may
contain certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. The
Companies intend such forward-looking statements to be covered by
the safe harbor provisions for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995, and are
including this statement for purposes of said safe harbor
provisions. Forward-looking statements, which are based on certain
assumptions, may be identified by their reference to future periods
and include, without limitation, those statements relating to the
anticipated effects of the transaction between the Companies. The
following factors, among others, could cause the actual results of
the transaction and the expected benefits of the transaction to the
combined company and to the Companies� shareholders, to differ
materially from the expectations stated in this release: the
ability of the Companies to consummate the transaction; a material
adverse change in the financial condition or results of operations
of either company; the ability of New York Community Bancorp, Inc.
to successfully integrate the assets, liabilities, customers,
systems, and any management personnel it may acquire into its
operations pursuant to the transaction; and the ability to realize
the related revenue synergies and cost savings within the expected
time frames. In addition, factors that could cause the actual
results of the transaction to differ materially from current
expectations include, but are not limited to, general economic
conditions and trends, either nationally or locally in some or all
of the areas in which the Companies and their customers conduct
their respective businesses; conditions in the securities markets
or the banking industry; changes in interest rates, which may
affect the Companies� net income, the level of prepayment penalties
and other future cash flows, or the market value of their assets;
changes in deposit flows, and in the demand for deposit, loan, and
investment products and other financial services in the Companies�
local markets; changes in the financial or operating performance of
the Companies� customers� businesses; changes in real estate
values, which could impact the quality of the assets securing the
Companies� loans; changes in the quality or composition of the
Companies� loan or investment portfolios; changes in competitive
pressures among financial institutions or from non-financial
institutions; changes in the customer base of either company;
potential exposure to unknown or contingent liabilities of
companies targeted by New York Community Bancorp, Inc. for
acquisition; the Companies� timely development of new lines of
business and competitive products or services in a changing
environment, and the acceptance of such products or services by the
Companies� customers; any interruption or breach of security
resulting in failures or disruptions in customer account
management, general ledger, deposit, loan, or other systems; the
outcome of pending or threatened litigation or of other matters
before regulatory agencies, or of matters resulting from regulatory
exams, whether currently existing or commencing in the future;
environmental conditions that exist or may exist on properties
owned by, leased by, or mortgaged to the Companies; changes in
estimates of future reserve requirements based upon the periodic
review thereof under relevant regulatory and accounting
requirements; changes in banking, securities, tax, environmental,
and insurance law, regulations, and policies, and the ability to
comply with such changes in a timely manner; changes in accounting
principles, policies, practices, or guidelines; changes in
legislation and regulation; operational issues stemming from and/or
capital spending necessitated by the potential need to adapt to
industry changes in information technology systems, on which the
Companies are highly dependent; changes in the monetary and fiscal
policies of the U.S. Government, including policies of the U.S.
Treasury and the Federal Reserve Board; war or terrorist
activities; and other economic, competitive, governmental,
regulatory, and geopolitical factors affecting the Companies�
operations, pricing, and services. Additionally, the timing and
occurrence or non-occurrence of events may be subject to
circumstances beyond the Companies� control. Readers are cautioned
not to place undue reliance on these forward-looking statements,
which speak only as of the date of this release. Except as required
by applicable law or regulation, the Companies disclaim any
obligation to update any forward-looking statements.
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