Salem Five Bancorp, parent of Salem Five Cents Savings Bank
(“Salem Five Bank”) and Georgetown Bancorp, Inc. (NASDAQ: GTWN)
(“Georgetown Bancorp”) parent of Georgetown Bank, today jointly
announced that they have signed a definitive agreement whereby
Salem Five Bancorp has agreed to acquire Georgetown Bancorp, Inc.
and its subsidiary Georgetown Bank, in an all cash transaction
valued at approximately $49.2 million.
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Under the terms of the agreement, shareholders of Georgetown
Bancorp, Inc. will receive $26.00 in cash in exchange for each
share of Georgetown Bancorp common stock. The consideration
represents approximately 148% of Georgetown Bancorp tangible book
value at June 30, 2016.
“Salem Five and Georgetown Bank both have longstanding histories
as community banks with high standards of integrity, as well as a
strong sense of responsibility for the economic vitality of our
region. Their foot print is an area of the North Shore, Merrimack
Valley and Southern New Hampshire where we are excited to expand
our existing branch franchise and complement Salem Five’s existing
retail network. Salem Five looks forward to serving the families,
businesses, and communities that have relied on Georgetown Bank’s
high quality banking with our own trademark commitment to
exceptional service and technology,” said Ping Yin Chai, Salem Five
Bancorp President and Chief Executive Officer.
At June 30, 2016, Salem Five Bancorp’s consolidated assets were
approximately $4.0 billion and Georgetown Bancorp, Inc. had assets
of approximately $300 million. Georgetown Bancorp and Salem Five
Bancorp are both considered well-capitalized under applicable
regulatory capital guidelines, and Salem Five expects to be
well-capitalized under such standards upon completion of the
transaction. After the completion of the merger, which is expected
to close during the first quarter of 2017, the combined entity is
expected to have approximately $4.3 billion in assets.
“Georgetown Bank is very excited to partner with Salem Five, one
of the most respected community banking organizations in
Massachusetts. Our values, culture, management style, and approach
to business are very much the same. Additionally, with 30 branches,
$4.0 billion in assets, and varied business units, Salem Five can
offer career opportunities for our employees, financial services,
and community support far greater than we can at our current size
and scope. We couldn’t be more confident that this partnership is
in the best interests of all of our constituents; shareholders,
employees, customers, and community and we look forward to a
vibrant and successful future together,” stated Robert E. Balletto,
President and Chief Executive Officer of Georgetown Bancorp.
The respective boards of each parent company have unanimously
approved the transaction. The transaction is subject to receipt of
state and federal regulatory approvals and approval by shareholders
of Georgetown Bancorp.
Sandler O’Neill & Partners, L.P. acted as financial advisor
to Salem Five Bancorp, and Keefe, Bruyette & Woods, Inc. acted
as financial advisor to Georgetown Bancorp, Inc. K&L Gates LLP
served as legal counsel to Salem Five Bancorp and Luse Gorman, PC
served as legal counsel to Georgetown Bancorp.
About Salem Five Bancorp
Salem Five Bancorp is the parent company of Salem Five Bank
(www.salemfive.com), a mutual institution founded in 1855 which
designs and delivers sophisticated consumer and commercial banking
products and services utilizing smart technology. Salem Five’s
products and services are designed from its core belief that, with
the right tools and expert service, it is possible to make money
less complicated and thereby make customers’ lives simpler and
easier. Among the first banks in the country to offer online
banking, Salem Five continues to innovate, providing banking access
wherever its customers need it: online, mobile, ATMs, offices,
phone, email and more. Salem Five is one of the largest
Massachusetts-headquartered mutual savings banks with approximately
$4.0 billion in assets and 30 retail branches in Essex, Middlesex,
Suffolk and Norfolk counties. Deposits are insured through the FDIC
and DIF. Salem Five Mortgage Company finances more homes statewide
than any other Massachusetts bank, and is one of the largest
servicers of mortgages in New England. Salem Five Financial offers
financial and retirement planning, portfolio review and money
management with a focus on retirement income. Salem Five Insurance
provides personal and commercial insurance. Investment and
Insurance products sold through Salem Five Financial or Salem Five
Insurance are not FDIC insured, not bank guaranteed, may lose
value, are not a deposit and not insured by any federal government
agency.
About Georgetown Bancorp, Inc.
Georgetown Bancorp, Inc. is the holding company for Georgetown
Bank. Georgetown Bank, with branch offices in Georgetown, North
Andover and Rowley, Massachusetts, as well as Stratham, New
Hampshire, is committed to making a positive difference in the
markets it serves. Georgetown Bank’s highest priority is to provide
exceptional personal service, act with high ethical standards and
in the best interest of its customers, employees, shareholders and
business partners. Georgetown Bank strives to help each of its
customers achieve their unique financial goals through a
competitive array of financial products and services.
Forward-Looking Statements
This news release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act.
Forward-looking statements include statements regarding the
anticipated closing date of the transaction and anticipated future
results. Forward-looking statements can be identified by the fact
that they do not relate strictly to historical or current facts.
They often include words like “believe,” “expect,” “anticipate,”
“estimate,” and “intend” or future or conditional verbs such as
“will,” “would,” “should,” “could,” or “may.” Certain factors that
could cause actual results to differ materially from expected
results include delays in completing the merger, including delays
in obtaining regulatory or shareholder approval, difficulties in
achieving cost savings from the merger or in achieving such cost
savings from the merger or in achieving such cost savings within
the expected time frame, difficulties in integrating Georgetown
Bancorp, Inc. and Salem Five Bancorp, increased competitive
pressures, changes in the interest rate environment, changes in
general economic conditions, legislative and regulatory changes
that adversely affect the business in which Georgetown Bancorp,
Inc. and Salem Five Bancorp are engaged, changes in the securities
markets and other risks and uncertainties.
This press release does not constitute a solicitation of
proxies.
Georgetown Bancorp, Inc. will provide its shareholders with a
proxy statement and other relevant documents concerning the
proposed transaction. Shareholders of Georgetown Bancorp are urged
to read the proxy statement and any amendments or supplements to
those documents, because they will contain important information
which should be considered before making any decision regarding the
transaction. Shareholders of Georgetown Bancorp will also be able
to obtain a copy of the proxy statement, without charge, when it
becomes available, by directing a request to:
Robert E. BallettoPresident and Chief Executive
OfficerGeorgetown Bancorp, Inc.2 East Main StreetGeorgetown, MA
01833
Georgetown Bancorp, Inc. and certain of its directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of Georgetown Bancorp
in connection with the merger. Information about the directors and
executive officers of Georgetown Bancorp, their ownership of
Georgetown Bancorp common stock along with additional information
regarding the interests of such participants in the transaction and
any agreements with such persons to vote shares of Georgetown
Bancorp for approval of this merger with Salem Five will be
contained in the proxy statement when it becomes available.
Persons seeking additional information regarding Georgetown
Bancorp, Salem Five Bancorp or the transaction may wish to visit
the websites of each institution:
Georgetown Bancorp, Inc. -
http://www.georgetownbank.com/Salem Five Bancorp -
https://www.salemfive.com/
View source
version on businesswire.com: http://www.businesswire.com/news/home/20161006005735/en/
Salem Five BankMartha R. Acworth, 978-720-5340Senior Vice
President/CMOmartha.acworth@salemfive.comorGeorgetown Bancorp,
Inc.Robert Balletto, 978-352-8600 ext.
1201President/CEOrballetto@georgetownbank.com
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