PUTNAM — PSB Holdings, Inc. (the “Company”), the holding company for Putnam Bank  announced  that its Board of Directors, together with the Boards of Directors of Putnam Bancorp, MHC (the “MHC”) and the bank, have adopted a Plan of Conversion pursuant to which the company and the MHC will reorganize into the fully converted stock holding company structure and will conduct a second-step stock offering of new shares of common stock.
As part of the conversion, the Bank will become a wholly owned subsidiary of a new holding company, which will be named PB Bancorp, Inc. Shares of common stock of the Company held by persons other than the MHC will be converted into shares of common stock of the new holding company pursuant to an exchange ratio designed to preserve the approximate percentage ownership interests of such persons. The shares of the Company held by the MHC will be canceled and shares of PB Bancorp, Inc., representing the MHC’s ownership interest, will be sold through the second-step stock offering. In the stock offering, depositors of the Bank with qualifying deposits as of July 1, 2014 will have first priority to purchase the new shares of common stock.
The conversion and offering will have no impact on depositors, borrowers or other customers of the Bank. The transactions contemplated by the Plan of Conversion are subject to approval by the Company’s stockholders (including approval by a majority of the shares held by persons other than the MHC), depositors of the Bank, the corporators of the MHC, the Board of Governors of the Federal Reserve System and the Connecticut Department of Banking.
A prospectus or proxy statement/prospectus, as applicable, and other materials containing detailed information relating to the Plan of Conversion, details of the offering, and business and financial information about the Company will be sent to stockholders of the Company and depositors of the Bank following regulatory approval.
This release is neither an offer to sell nor a solicitation of an offer to buy common stock. The offer is made only by the prospectus when accompanied by a stock order form. The shares of common stock of the new holding company are not savings accounts or savings deposits, may lose value and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Certain statements contained herein are “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward looking statements may be identified by reference to a future period or periods, or by the use of forward looking terminology, such as “may,” “will,” “believe,” “expect,” “estimate,” “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of those terms. Forward looking statements are subject to numerous risks and uncertainties, including, but not limited to: the failure to obtain the approval of the Board of Governors of the Federal Reserve for the proposed conversion and related stock offering or of the Connecticut Department of Banking for the new
company to acquire the Bank, or delays in obtaining such approvals, or adverse conditions imposed in connection with such approvals; those related to the real estate and economic environment, particularly in the market areas in which the Company operates; fiscal and monetary policies of the U.S. Government; changes in government regulations affecting financial institutions, including regulatory compliance costs and capital requirements; changes in prevailing interest rates; credit risk management; asset-liability management; and other risks described in the Company’s filings with the Securities and Exchange Commission.
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