Combined Company to have approximately $470 Million in Assets and $70 Million of Tangible Capital
Company Release – 12/6/2017 6:00 p.m.
LEVITTOWN, PA and AUDUBON, NJ, Dec. 7, 2017 – William Penn Bancorp, Inc. (“WMPN”) (OTC Pink: WMPN), the holding company for William Penn Bank, and Audubon Savings Bank (“ASB”) today announced the execution of a definitive merger agreement pursuant to which ASB will merge with and into William Penn Bank. The merger is expected to increase William Penn Bancorp, Inc.’s consolidated assets from approximately $313 million at September 30, 2017 to approximately $470 million. ASB’s existing three branch offices, and staff serving the residents and businesses in the communities of Audubon, Mount Laurel and Pine Hill, New Jersey, will become branch offices of William Penn Bank and will operate under the William Penn Bank name.
The merger was approved by each of the WMPN and ASB Boards of Directors and is expected to close in the second quarter of 2018. The completion of the transaction is subject to certain customary closing conditions, including approval by the ASB members and the receipt of all required regulatory approvals.
Under the agreement, the combined company’s executive leadership team will be headed by Terry L. Sager as President and Chief Executive Officer. Kenneth J. Stephon will join William Penn Bank’s current executive team as Senior Executive Vice President and Chief Operating Officer. Mr. Stephon will succeed Mrs. Sager as President and Chief Executive Officer upon her retirement in early 2019 with Mrs. Sager continuing to serve as a Director. The Board of Directors of the combined company will have 9 members, comprised of WMPN’s existing 6 members and 3 members from ASB, which will be ASB’s current Chairman of the Board, Vincent P. Sarubbi, Kenneth J. Stephon and ASB’s current Vice Chairman, D. Michael Carmody, Jr. WMPN’s current Chairman of the Board, William J. Feeney, will remain the combined company’s Chairman of the Board. Additionally, in connection with the merger, WMPN will form a Southern New Jersey Advisory Board focused on developing business in the New Jersey marketplace. All ASB board members not serving on the William Penn Bank Board will be invited to join.
Mrs. Sager stated “The merger of Audubon Savings and William Penn Bank makes enormous sense strategically, operationally and financially. Our retail businesses and our geographies complement each other. We are excited about the opportunities we will have to continue to build our strong community bank franchise in the Delaware Valley for many years to come.”
Regarding the merger, Mr. Stephon, President and Chief Executive Officer of ASB, said: “This combination brings together two local companies that share the same philosophy and commitment to our communities. Together, the combined company will have the financial resources and flexibility to continue providing top-tier personalized service to our customers and will allow us to be proactive in addressing the challenges of the evolving financial services industry.”
Under the terms of the merger agreement, depositors of ASB will become depositors of William Penn Bank and will have the same rights and privileges in William Penn, MHC, the mutual holding company parent of WMPN, as if their accounts had been established at William Penn Bank on the date established at ASB. As part of the transaction, WMPN will issue additional shares of its common stock to William Penn, MHC in an amount equal to the fair value of ASB as determined by an independent appraiser. These shares are expected to be issued in connection with the completion of the merger.
Keefe, Bruyette & Woods, A Stifel Company, served as financial advisor to William Penn Bancorp, Inc. and FinPro Capital Advisors, Inc. served as financial advisor to Audubon Savings Bank. Silver, Freedman, Taff &Tiernan, LLP acted as legal counsel to William Penn Bancorp, Inc. and Kilpatrick Townsend & Stockton LLP acted as legal counsel to Audubon Savings Bank.
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 WMPN and ASB, or other effects of the proposed merger on WMPN and ASB. These forward-looking statements include statements with respect to WMPN’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 WMPN’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, the following factors, among others, could cause actual results to differ materially from forward looking statements or historical performance: the ability to obtain regulatory approvals and satisfy other closing conditions to the merger, including approval by the members of ASB; delay in closing the merger; difficulties and delays in integrating the ASB 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 WMPN and ASB 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 WMPN’s loan, investment and mortgage-backed securities portfolios, changes in accounting principles, policies or guidelines and other economic, competitive, governmental and technological factors affecting WMPN’s operations, markets, products, services and fees; and the success of WMPN at managing the risks involved in the foregoing.
Annualized, pro forma, projected and estimated numbers presented herein are presented for illustrative purpose only, are not forecasts and may not reflect actual results.
WMPN does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of WMPN to reflect events or circumstances occurring after the date of this press release.