Prudential Bancorp, Inc. (NASDAQ:PBIP) Files An 8-K Other Events

As previously reported, on June 2, 2016, Prudential Bancorp, Inc.
(the “Company”) and Polonia Bancorp, Inc. (“Polonia”) entered
into the Agreement and Plan of Merger (the “Merger Agreement”)
with Polonia to which Polonia will merge with and into the
Company, with the Company surviving the merger. In addition,
Polonia Bank, a federally chartered savings bank and Polonia’s
wholly owned subsidiary, will merge with and into Prudential
Saving Bank, a Pennsylvania-chartered savings bank and the wholly
owned subsidiary of the Company, with Prudential Bank as the
surviving bank.

to the Merger Agreement, at the effective time of the Merger,
each outstanding share of Polonia common stock will be converted
into the right to receive, at the election of the Polonia
shareholder (subject to certain conditions, including conditions
relating to pro-ration and to potential adjustment of the Merger
Consideration (as hereinafter defined)): (i) 0.7591 of a share of
Company common stock (the “Exchange Ratio”) or (ii) $11.28 in
cash (the “Per Share Cash Consideration” and collectively with
the Exchange Ratio, the “Merger Consideration”). The Merger
Consideration is subject to adjustment in certain limited
situations. In the event that Polonia Consolidated Stockholders’
Equity, as calculated in accordance with the terms of the Merger
Agreement, is less than $37.4 million as of the Final Statement
Date, as defined in the Merger Agreement, then the Exchange Ratio
and the Per Share Cash Consideration will be adjusted downward to
reflect the amount of the difference between $37.4 million and
the Polonia Consolidated Stockholders’ Equity. The Merger
Consideration is subject to potential upward adjustment to
reflect the after-tax impact of certain recoveries experienced by
Polonia, if any, achieved prior to the Final Statement Date as
specified in the Merger Agreement. Based the Polonia Consolidated
Stockholders’ Equity as of October 31, 2016 of $36.7 million, as
calculated in accordance with the Merger Agreement, the Exchange
Ratio and the Per Share Cash Consideration have been adjusted to
0.7460 and $11.09, respectively.

The Company issued a press release announcing the determination
of the final merger consideration. 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. The consummation of the
Merger remains subject to various conditions, including customary
closing conditions.

Forward-Looking Statements

This communication contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. These statements include, but are not limited to,
expectations or predictions of future financial or business
performance, conditions relating to the Company and Polonia, or
other effects of the proposed Merger of the Company and Polonia.
These forward-looking statements include statements with respect
to the Company’s beliefs, plans, objectives, goals,
expectations, anticipations, estimates and intentions, that are
subject to significant risks and uncertainties, and are subject
to change based on various factors (some of which are beyond the
Company’s control). The words “may,” “could,” “should,”
“would,” “will,” “believe,” “anticipate,” “estimate,”
“expect,” “intend,” “plan” and similar expressions are
intended to identify forward-looking statements.

In addition to factors previously disclosed in the reports filed
by the Company with the Securities and Exchange Commission
(“SEC”) and those identified elsewhere in this document, the
following factors, among others, could cause actual results to
differ materially from forward looking statements or historical
performance: the ability to satisfy other closing conditions to
the Merger, including approval by shareholders of Prudential;
delay in closing the Merger; difficulties and delays in
integrating the Polonia business or fully realizing anticipated
cost savings and other benefits of the Merger; business
disruptions following the Merger; the strength of the United
States economy in general and the strength of the local economies
in which the Company and Polonia conduct their operations;
general economic conditions, legislative and regulatory changes,
monetary and fiscal policies of the federal government, changes
in tax policies, rates and regulations of federal, state and
local tax authorities, changes in interest rates, deposit flows,
the cost of funds, demand for loan products, demand for financial
services, competition, changes in the quality or composition of
the Company’s loan, investment and mortgage-backed securities
portfolios, changes in accounting principles, policies or
guidelines and other economic, competitive, governmental and
technological factors affecting the Company’s operations,
markets, products, services and fees; and the success of the
Company at managing the risks involved in the foregoing.