MSB Financial Corp to Pay $0.22 Special Dividend
21 Abril 2020 - 5:45PM
MSB Financial Corp., (the “Company”) (Nasdaq: MSBF), the holding
company for Millington Bank, announced today that its Board of
Directors has declared a special cash dividend of $0.22 per share
on its outstanding common stock, payable on or about May 26, 2020
to stockholders of record as of the close of business on May 12,
2020.
Such dividend payment is consistent with the
Agreement and Plan of Merger (“Merger Agreement’) dated December
18, 2019 between Kearny Financial Corp. (“Kearny”) and the Company
providing for the merger of the Company with and into Kearny, with
Kearny as the surviving corporation (the “Merger”). The Merger
Agreement provides that the Company may pay dividends on its common
stock pending the closing of the Merger comparable to any dividend
paid by Kearny on its common stock, with such Company dividend
equal to the Kearny dividend payment per share multiplied by 1.3,
and a dividend comprised of the dollar amount of certain cost
savings realized prior to the Merger. Based upon the Kearny
dividend of $0.08 per share paid in March 2020, that permits a
Company dividend of $0.104 per share. In addition, the realized
cost savings permits a dividend of $0.116 per share, yielding a
total dividend payment permissible under the Merger Agreement of
$0.22 per share on the Company’s common stock.
The Company is the holding company for
Millington Bank which operates through four branches located in
Morris and Somerset Counties, New Jersey.
Additional Information
This communication refers to the proposed merger between Kearny
and the Company. This material is not a solicitation of any vote or
approval of stockholders of the Company and is not a substitute for
the proxy statement/ prospectus or any other documents the Company
may send to its shareholders in connection with the proposed
merger. This communication does not constitute an offer to sell or
the solicitation of an offer to buy any securities.
Investors and stockholders are urged to carefully review and
consider each of Kearny’s and MSBF’s public filings with the SEC,
including, but not limited to, their Annual Reports on Form 10-K,
their proxy statements, their Current Reports on Form 8-K and their
Quarterly Reports on Form 10-Q. The documents filed by Kearny with
the Securities and Exchange Commission (the “SEC”) may be obtained
at the SEC’s Internet site (www.sec.gov). You will also be able to
obtain these documents, free of charge, from Kearny at
www.kearnybank.com under the tab “About” under “Investor Relations”
or by requesting them in writing to Kearny Financial Corp., 120
Passaic Avenue, Fairfield, New Jersey 07004, Attention: Gail
Corrigan, or from MSBF at www.millingtonbank.com under the tab
“About Us” under “Investor Relations” or by requesting them in
writing to MSB Financial Corp., 1902 Long Hill Rd, Millington, NJ
07946 Attention: Nancy Schmitz. In connection with the proposed
merger, Kearny has filed with the SEC a registration statement on
Form S-4 that includes a proxy statement of the Company and a
prospectus of Kearny, as well as other relevant documents
concerning the proposed merger.
Investors and stockholders are urged to carefully read
the entire registration statement and proxy statement regarding the
proposed merger when it becomes available and any other relevant
documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important
information. Copies of the registration statement and
proxy statement/prospectus and the filings that will be
incorporated by reference therein, as well as other filings
containing information about Kearny and the Company, when they
become available, may be obtained at the SEC’s Internet site
(www.sec.gov). Free copies of these documents may be obtained as
described in the preceding paragraph.
MSBF and Kearny and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Kearny and MSBF in
connection with the proposed merger. Information about the
directors and executive officers of Kearny is set forth in the
proxy statement for the Kearny 2019 annual meeting of stockholders,
as filed with the SEC on Schedule 14A on September 13, 2019.
Information about the directors and executive officers of MSBF is
set forth in the proxy statement for the MSBF 2019 annual meeting
of stockholders, as filed with the SEC on Schedule 14A on April 18,
2019. Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction and a description of their direct and indirect
interests, by security holdings or otherwise, may be obtained by
reading the proxy statement/prospectus and other relevant documents
regarding the proposed merger to be filed with the SEC when they
become available. Free copies of these documents may be obtained as
described above.
Forward Looking Statement Disclaimer
This release may contain forward-looking
statements. Such forward-looking statements are subject to risks
and uncertainties which may cause actual results to differ
materially from those currently anticipated due to a number of
factors. Therefore, readers should not place undue reliance on any
forward-looking statements. MSB Financial Corp. does not undertake,
and specifically disclaims, any obligations to publicly release the
results of any revisions that may be made to any forward-looking
statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such
circumstance.
Michael A. Shriner, President & CEO Contact: (908)
458-4002mshriner@millingtonbank.com
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