First Bancorp of Indiana, Inc. Announces Plan to Terminate Registration of Its Common Stock
29 Fevereiro 2008 - 6:05PM
Marketwired
EVANSVILLE, IN (the "Company"), the holding company for First
Federal Savings Bank (the "Bank"), today announced that its Board
of Directors has approved a 1-for-300 reverse stock split that will
allow the Company to terminate the registration of its common stock
with the Securities and Exchange Commission and result in the
delisting of the Company's shares on the Nasdaq Global Market. The
reverse stock split, which will be effected at the record
shareholder level, will be immediately followed by a 300-for-1
forward stock split so that shareholders holding 300 or more shares
will not be affected by the transaction. In connection with the
reverse and forward stock splits, the Company intends to file
articles of amendment to its articles of incorporation, and the
effective times for the reverse and forward stock splits will be
the effective times of such certificates of amendment. Completion
of the transaction is subject to filing requirements with the
Securities and Exchange Commission and the NASDAQ Stock Market.
Under the terms of the proposed transaction, each 300 shares of
the Company's common stock will be converted into one share of
common stock. Shareholders of record owning fewer than 300 shares
of the Company's common stock will be entitled to receive, in lieu
of fractional shares, $14.00 in cash for each pre-reverse stock
split share held at the effective time of the reverse stock split.
Keefe, Bruyette & Woods, Inc. has provided the Company's Board
of Directors with a fairness opinion dated February 20, 2008 that
the $14.00 cash consideration for each pre-reverse stock split
share is fair from a financial point of view to shareholders owning
fewer than 300 shares of Company common stock. The closing price of
the Company's common stock on February 28, 2008, the last trading
day prior to the announcement of the proposed transaction, was
$12.00. Under Indiana law, this transaction is not subject to the
approval of the Company's shareholders and no vote of the
shareholders will be obtained in connection with the proposed
transaction.
The proposed transaction is anticipated to reduce the number of
Company shareholders of record to fewer than 300, which will allow
the Company to deregister its common stock and suspend its
reporting obligations under the federal securities laws. In
addition, the common stock of the Company will be de-listed from
the NASDAQ Global Market, although the Company anticipates that its
common stock will be quoted on the OTC Bulletin Board or in the
pink sheets, to the extent market makers continue to make a market
in its shares. Commenting on the proposed transaction, Michael H.
Head, President and Chief Executive Officer of the Company, said,
"It is becoming increasingly expensive to be an SEC reporting
company. Following careful consideration of the advantages and
disadvantages of being a reporting company and the high costs and
demands on management time arising from compliance with the many
Securities and Exchange Commission and Sarbanes-Oxley Act
requirements, we believe deregistration will be a significant
benefit to the Company by reducing expenses and permitting
management to devote its full time and efforts to operating the
Bank."
The split transaction is being effected at the record
shareholder level. This means that the Company will look at the
number of shares registered in the name of a single holder to
determine if that holder's shares will be cashed out. Because it is
likely that any nominee (including nominees in whose name brokers
or banks hold their customers' shares) will hold more than 300
shares in the aggregate, it is expected that all "street name"
holders will remain continuing shareholders. Shareholders who hold
their shares in street name should talk to their broker to
determine how the split transaction will affect them.
This press release is only a description of the proposed
transaction and is not an offer to acquire or issue any shares of
common stock. Details of the proposed transaction may be found in
the Company's Schedule 13E-3, which will be filed with the
Securities and Exchange Commission. The Company also plans on
furnishing information to shareholders concerning the proposed
transaction at a later date. Subject to regulatory clearance of the
Company's filings relating to the reverse stock split, it is
anticipated that the proposed transaction will become effective
during the second quarter of the 2008 calendar year, at which time
the Company will terminate the registration of its common stock
with the Securities and Exchange Commission and de-list its common
stock from the NASDAQ Global Market.
First Bancorp of Indiana, Inc. is the holding company for First
Federal Savings Bank. First Federal Savings Bank currently operates
seven offices in the Evansville, Indiana area, one office in
Washington, Indiana and one office in Petersburg, Indiana.
This news release contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements are based on the beliefs and expectations
of management as well as the assumptions made using information
currently available to management. They often include words like
"believe," "expect," "anticipate," "estimate," and "intend" or
future or conditional verbs such as "will," "would," "should,"
"could" or "may." Since these statements reflect the views of
management concerning future events, these statements involve
risks, uncertainties and assumptions. These risks and uncertainties
include, among others, an increase in costs for the split
transaction, the effectiveness of the split transaction in reducing
the number of record holders below 300, the Company's ability to
complete the going private transaction in a timely manner or at
all, and other factors that may be described in the Company's
Schedule 13E-3 filed with the Securities and Exchange Commission,
which is available at the Securities and Exchange Commission's Web
site (www.sec.gov) and to which reference is hereby made.
Therefore, actual future results may differ significantly from
results discussed in the forward-looking statements.
CONTACT: Michael H. Head President and Chief Executive Officer
(812) 492-8100
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