Joint Company Release – December 12, 2013
HUNTINGDON VALLEY AND LIMERICK, PA - Huntingdon Valley Bank (“HVB”) and The Victory Bank (“Victory”) announced today the planned conversion of HVB from a mutual to stock institution and the simultaneous merger with Victory. HVB’s Board of Trustees unanimously adopted a Plan of Conversion and entered into a definitive agreement with Victory to merge the two entities upon completion of its capital raise. In connection with the Plan of Conversion and merger, HV Bancorp, Inc. (“HV Bancorp”), a newly formed Pennsylvania corporation to become the holding company of the merged banks, will offer shares of common stock in a subscription offering to eligible depositors of HVB. Remaining shares are expected to be for sale to the community and the general public in accordance with the Plan of Conversion and applicable regulations. The number of shares issued in the conversion offering will be based on an independent appraisal that is yet to be completed, at a price of $10.00 per share. The surviving subsidiary of HV Bancorp will be HVB and rebranded to the Victory Bank name.
Pursuant to the transaction terms that are more fully described in the merger agreement, Victory common shareholders will receive 0.6794 of a share of HV Bancorp common stock for each share of Victory common stock they own or, if necessary, to ensure that Victory shareholders own no more than 48.5% of the combined company, a combination of cash and HV Bancorp common stock totaling $6.79 per Victory common share.
In announcing the transaction, Travis J. Thompson, President and Chief Executive Officer of Huntingdon Valley Bank said, "The conversion of Huntingdon Valley Bank provides our depositors the ability to benefit as shareholders, while the merger with Victory creates a more valuable company for our future shareholders. This transaction combines two complementary organizations, creating an institution with over $300 million in total assets and the scale and ability to grow profitably."
Joseph W. Major, Chairman of the Board of Victory stated, "The combination with Huntingdon Valley takes our organization to the next level and gives us the ability to continue our successes on a larger stage. I am thrilled to have found a partner in Huntingdon Valley who shares our vision and embraces our culture."
Travis Thompson will serve as Executive Chairman and Joseph Major will serve as President and CEO of the combined company. Executive officers of the combined company will be selected from the executives of both Huntingdon Valley Bank and Victory. The combined board will be comprised of 7 members selected by Huntingdon Valley Bank and 6 members selected by Victory.
The merger is subject to the approval of Victory’s shareholders, along with the completion of Huntingdon Valley Bank's conversion offering, which is subject to the approval of the depositors of Huntingdon Valley Bank. The transactions are also subject to the approval of bank regulatory authorities, as well as other customary conditions. The conversion offering and merger are expected to be completed in the second quarter of 2014 and will be consummated simultaneously.
Huntingdon Valley Bank was advised by Griffin Financial Group LLC and the law firm Jones Walker LLP. Victory was advised by The Kafafian Group, Inc. and the law firm Kilpatrick Townsend & Stockton LLP.
About Huntingdon Valley Bank
Huntingdon Valley Bank is a community-based, full-service financial institution founded in 1871 and headquartered in Huntingdon Valley, Pennsylvania. Huntingdon Valley Bank offers a complete line of quality business and consumer banking products to customers in Bucks, Montgomery, and Philadelphia Counties, Pennsylvania, through its four full time branch offices and two special purpose locations. As of September 30, 2013, Huntingdon Valley Bank had total assets of $158.7 million, total deposits of $136.2 million, and total equity of $10.5 million. Additional information about Huntingdon Valley Bank is available on its website, www.huntingdonvalleybank.com.
About Victory Bancorp
The Victory Bancorp, Inc. is the parent company of The Victory Bank, a Pennsylvania state chartered commercial bank, headquartered in Limerick, Pennsylvania. Victory Bank was established in 2008. Victory provides high quality banking services to small and mid-sized businesses and professionals through its two offices located in Montgomery and Berks Counties, Pennsylvania. As of September 30, 2013, The Victory Bank had total assets of $141.2 million, total deposits of $123.7 million, and total equity of $11.9 million. Additional information about Victory Bancorp is available on its website, www.thevictorybank.com.
This news release contains certain forward-looking statements. 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," "intend," "plan," "estimate" or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could" or "may." Forward-looking statements, by their nature, are subject to risks and uncertainties. A number of factors could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Huntingdon Valley Bank and Victory do not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events.
Additional Information About the Offering and the Merger
The offering by HV Bancorp will be made only by means of a prospectus in accordance with the Securities Act of 1933, as amended, and all applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities.
The proposed merger will be submitted to the shareholders of Victory for their consideration. HV Bancorp will file a registration statement, a prospectus, and other relevant documents concerning the proposed transaction with the Securities and Exchange Commission (the "SEC"). Victory shareholders are urged to read the registration statement and the prospectus 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. You will be able to obtain a free copy of the prospectus, as well as other filings containing information about HV Bancorp and Huntingdon Valley Bank, at the SEC's Internet site (http://www.sec.gov). Copies of the prospectus and the SEC filings that will be incorporated by reference in the prospectus can be obtained, without charge, by directing a request to Huntingdon Valley Bank., 3501 Masons Mill Road, Suite 401, Huntingdon Valley, PA 19006.
Travis J. Thompson, Esq.
President and Chief Executive Officer
Huntingdon Valley Bank
3501 Masons Mill Road
Huntingdon Valley, PA 19006
Joseph W. Major
Chairman of the Board
Victory Bancorp, Inc.
548 North Lewis Road
Limerick, PA 19468