Prudential Bancorp, Inc. (NASDAQ:PBIP) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01
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Completion of Acquisition or Disposition of Assets
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Pennsylvania corporation (the “Company” or “Prudential”),
completed its previously announced merger (the “Merger”) with
Polonia Bancorp, Inc., a Maryland corporation (“Polonia”), to
an Agreement and Plan of Merger (the “Merger Agreement”) dated
as of June 2, 2016. At the effective time of the Merger, Polonia
merged with and into the Company. In addition, Polonia Bank, a
federally chartered savings bank and Polonia’s wholly owned
subsidiary, merged with and into Prudential Saving Bank, a
Pennsylvania-chartered savings bank and the wholly owned
subsidiary of the Company, with Prudential Savings Bank as the
surviving bank.
each outstanding share of Polonia common stock was converted into
the right to receive, at the election of the Polonia shareholder
(subject to certain conditions, including conditions relating to
pro-ration): (i) 0.7460 of a share of Prudential common stock or
(ii) $11.09 in cash, subject to proration provisions to assure
that, in the aggregate, Polonia shareholders received total
merger consideration that consists of 50% stock and 50% cash. As
a result of Polonia shareholder stock and cash elections and the
related proration provisions of the Merger Agreement, Prudential
issued approximately 1,274,200 shares of its common stock and
approximately $18.9 million in the merger.
Polonia common stock outstanding at the effective time of the
Merger will be exchanged for a cash payment equal to the
difference between the per share cash consideration under the
Merger Agreement and the corresponding exercise price of such
option. Options to acquire an aggregate of 18,818 shares of
Polonia common stock were exchanged for such cash payment. The
Company is also required under the Merger Agreement to make a
cash payment to Polonia shareholders who would otherwise be
entitled to a fractional share of Prudential common stock. The
aggregate payment made by the Company for these fractional shares
was approximately $1,300.00.
is not complete and is qualified in its entirety by reference to
the full text of the Merger Agreement, which is incorporated
herein by reference as Exhibit 2.1.
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Item 8.01
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Other Events
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the completion of the Merger. A copy of that press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits
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(a)
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Not applicable.
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(b)
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Not applicable.
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(c)
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Not applicable.
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(d)
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The following exhibits are included with this Report:
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Exhibit No.
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Description
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2.1
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Agreement and Plan of Merger dated June 2, 2016 by and
between Prudential Bancorp, Inc. and Polonia Bancorp, Inc. (filed as Exhibit 2.1 to the Company’s Form 8-K filed June 2, 2016 and incorporated herein by reference) |
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99.1
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Press release dated January 3, 2017
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About Prudential Bancorp, Inc. (NASDAQ:PBIP)
Prudential Bancorp, Inc. is a holding company for Prudential Savings Bank (the Bank). The Bank is a Pennsylvania-chartered, Federal Deposit Insurance Corporation (FDIC)-insured savings bank. As of September 30, 2015, the Bank had seven full service branches in the Philadelphia area. The Bank is engaged in the business of attracting deposits from its community through its branch offices and investing those deposits, together with funds from borrowings and operations, in single-family residential loans. Its lending activities consist of various loan types, including single-family residential mortgage loans, construction and land development loans, non-residential or commercial real estate mortgage loans, home equity loans and lines of credit, commercial business loans and consumer loans. Its investment securities are classified as securities available for sale and securities held to maturity. Its principal sources of funds are deposits. It provides online and mobile banking services. Prudential Bancorp, Inc. (NASDAQ:PBIP) Recent Trading Information
Prudential Bancorp, Inc. (NASDAQ:PBIP) closed its last trading session 00.00 at 17.12 with 45,127 shares trading hands.