Bradford Bancorp, Inc. to Acquire Patapsco Bancorp, Inc. in Cash and Stock Deal Valued at $23 per Share and Conduct Initial Public Offering.BALTIMORE & DUNDALK, Md. -- Bradford Bancorp, Inc. and its subsidiary, Bradford Bank, announced today that they have entered into a definitive agreement to acquire Patapsco Bancorp, Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :PATD PATD Panic at the Disco (band) PATD Professional Association for Technical Diving PaTD Passing Touchdowns (football) PATD Post Advanced Trial Dog (dog training) ) and its subsidiary, The Patapsco Bank. In connection with the merger, Bradford Bank's current mutual holding company, Bradford Bank MHC MHC major histocompatibility complex. MHC abbr. major histocompatibility complex MHC major histocompatibility complex. , which owns 100% of Bradford Bancorp's outstanding shares, will undergo a full mutual-to-stock conversion and stock offering. The merger transaction with Patapsco Bancorp is valued at approximately $45.5 million. Under the terms of the transaction, shareholders of Patapsco Bancorp will be entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: to receive either $23.00 in cash or 2.3 shares of Bradford Bancorp common stock (assuming a $10.00 per share initial public offering price) in exchange for each share of Patapsco Bancorp common stock. Based upon the $23.00 per share price, the consideration is approximately 278% of tangible book value, 229% of book value and 30 times trailing twelve months In commerce, the trailing twelve months (TTM) is a moving measurement (for example, an average or a sum) over the 12 previous months, using the most recent data available. Also sometimes known as last twelve months (LTM). earnings. In connection with the merger, the Board of Directors of Bradford Bank's mutual holding company, Bradford Bank MHC, has adopted a Plan of Conversion for the mutual holding company to convert into the capital stock form of organization. Bradford Bancorp, Inc., a new Maryland New Maryland may refer to:
The conversion is subject to approval of the members of Bradford Bank MHC and the merger is subject to approval of the stockholders of Patapsco Bancorp. Both transactions are subject to regulatory approval. The offering of shares in the conversion is expected to occur late in the third quarter of 2007 with the closing of both the conversion and the merger to occur early in the fourth quarter of 2007. "We believe that adoption of this plan of conversion and the merger with Patapsco Bancorp is in the best interests of the members of Bradford Bank MHC and the communities we serve," stated Dallas R. Arthur, President of Bradford Bank MHC, Bradford Bancorp and Bradford Bank. "The offering and the merger should provide additional capital to support our future growth, expand the geographic scope of the Bradford franchise, facilitate our continued development as a full-service community bank, and provide for an opportunity to combine management talent" continued Mr. Arthur. Michael J. Dee, the President of Patapsco Bancorp and Patapsco Bank, stated that, "we believe the merger with Bradford Bancorp provides Patapsco Bancorp stockholders with an excellent opportunity. Moreover, our customers and community members will benefit from access to a broad variety of products, services and locations within the Baltimore area." In connection with the conversion and merger, Bradford Bancorp retained Muldoon Murphy & Aguggia LLP LLP - Lower Layer Protocol as its legal counsel and Feldman Financial Advisors, Inc. as its merger financial advisor. Patapsco Bancorp engaged Luse Gorman Pomerenk & Schick, P.C. as its merger legal counsel and Sandler O'Neill & Partners, L.P. as its merger financial advisor. Terms of the Merger Under the terms of the agreement, Patapsco Bancorp shareholders may elect to receive either shares of Bradford Bancorp common stock or $23.00 in cash in exchange for their shares of Patapsco Bancorp common stock. The elections of Patapsco Bancorp shareholders will be subject to the requirement that 50% of Patapsco Bancorp shares be exchanged for cash and 50% be exchanged for Bradford Bancorp common stock. To the extent they receive Bradford Bancorp shares, the transaction is expected to be tax-free to Patapsco Bancorp shareholders. The number of shares of Bradford Bancorp common stock into which each Patapsco Bancorp share will be exchanged is expected to be 2.3, based on a $10.00 initial offering price for shares issued in Bradford Bancorp's stock offering. Following the merger, two members of the Patapsco Bancorp board of directors will join Bradford Bancorp's board of directors. About the Companies Bradford Bancorp is the parent company for Bradford Bank, a federally chartered savings bank savings bank, financial institution that, until recently, performed only the following functions: receiving savings deposits of individuals, investing them, and providing a modest return to its depositors in the form of interest. headquartered in Baltimore, Maryland "Baltimore" redirects here. For the surrounding county, see Baltimore County, Maryland. For other uses, see Baltimore (disambiguation). Baltimore is an independent city located in the state of Maryland in the United States. . Bradford Bank currently operates 7 full-service offices in the greater Baltimore metropolitan area Baltimore-Towson, MD MSA is a U.S. Metropolitan Statistical Area (MSA) as defined by the United States Office of Management and Budget (OMB) as of November 2004. It is located in Maryland and had a population of 2,655,675 as of 2005, making it the 19th most populus MSA in the . As of December 31, 2006, Bradford Bancorp had total consolidated assets of $474.1 million, total deposits of $386.1 million and total stockholders' equity Stockholders' Equity The portion of the balance sheet that includes capital received from investors in exchange for stock (paid-in capital), donated capital, and retained earnings. This is equal to total assets minus liabilities, preferred stock and intangible assets. of $40.8 million. Subsequent to December 31, 2006, Bradford Bancorp closed its acquisition of Valley Bancorp, Inc. which increased total assets of Bradford Bancorp to approximately $520 million on a pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma basis at December 31, 2006. On January 4, 2007, Bradford Bank and Golden Prague Federal Savings and Loan Association Federal Savings and Loan Association An institution chartered by the federal government whose primary function is to collect savings deposits and to provide mortgage loans. , Baltimore, Maryland, announced that they entered into a definitive agreement under which Golden Prague will merge with and into Bradford Bank. In addition, on January 29, 2007, Bradford Bank and Senator Bank, Cockeysville, Maryland, announced that they entered into a definitive agreement under which Senator Bank will merge with and into Bradford Bank. The mergers with Golden Prague and Senator Bank are expected to close in the second quarter of 2007 and are subject to Golden Prague and Senator Bank member approval and regulatory approval. Upon the completion of the mergers with Golden Prague, Senator Bank and The Patapsco Bank, Bradford will operate 14 branches, all in the Baltimore metropolitan area. Patapsco Bancorp is the parent company of The Patapsco Bank, a Maryland chartered commercial bank, also headquartered in Dundalk, Maryland Dundalk is an unincorporated community and a census-designated place in Baltimore County, Maryland, United States. The population was 62,306 at the 2000 census. In 1960 and 1970, Dundalk was the largest unincorporated community in Maryland. . Patapsco Bank operates five full-service offices in the greater Baltimore metropolitan area. As of December 31, 2006, Patapsco Bancorp had total consolidated assets of $246.8 million, total deposits of $182.6 million and total stockholders' equity of $19.1 million. Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. This news release contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words "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. The following factors, among others, could cause the actual results to differ materially from the expectations stated in this news release: Bradford's ability to integrate successfully Patapsco Bancorp and The Patapsco Bank following the merger and stock conversion, including the retention of key personnel; Bradford's ability to realize fully the expected cost savings and revenues on a timely basis; an increase in competitive pressures on depository institutions Depository institution A financial institution that obtains its funds mainly through deposits from the public. This includes commercial banks, savings and loan associations, savings banks and credit unions. ; greater than expected operating costs operating costs npl → gastos mpl operacionales , customer losses and business disruption following the merger; a failure to obtain governmental approvals of the merger or the stock conversion or the imposition of adverse regulatory conditions in connection with such approvals; and the failure of Patapsco Bancorp's shareholders to approve the merger or Bradford Bank MHC's eligible members to approve the stock conversion. Factors that could have a material adverse effect on the operations of Bradford Bancorp and/or Patapsco Bancorp and their respective subsidiaries include, but are not limited to: changes in general economic conditions, interest rates, deposit flows, loan demand, real estate values, competition, and the demand for financial services The examples and perspective in this article or section may not represent a worldwide view of the subject. Please [ improve this article] or discuss the issue on the talk page. and loan, deposit, and investment products in any of the companies' local markets; changes in the quality or composition of any of the companies' loan or investment portfolios; inability to successfully carry out marketing and/or expansion plans; changes in accounting principles, policies, or guidelines guidelines, n.pl a set of standards, criteria, or specifications to be used or followed in the performance of certain tasks. ; changes in legislation and regulation; changes in the monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury U.S. Treasury Created in 1798, the United States Department of the Treasury is the government (Cabinet) department responsible for issuing all Treasury bonds, notes and bills. Some of the government branches operating under the U.S. Treasury umbrella include the IRS, U.S. and the Federal Reserve Board; war or terrorist activities; and other economic, competitive, governmental, regulatory, geopolitical ge·o·pol·i·tics n. (used with a sing. verb) 1. The study of the relationship among politics and geography, demography, and economics, especially with respect to the foreign policy of a nation. 2. a. , and technological factors affecting any of the companies' operations, pricing, and services. Bradford Bancorp and Patapsco Bancorp 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 and Where to Find It Bradford Bancorp will file a registration statement that will include a proxy statement/prospectus, and other relevant documents concerning the proposed transaction with the Securities and Exchange Commission (the "SEC"). Stockholders are urged to read the registration statement and the proxy statement/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 proxy statement/prospectus, as well as other filings containing information about Bradford Bancorp and Patapsco Bancorp, at the SEC's Internet site (http://www.sec.gov). Copies of the prospectus can be obtained, when available and without charge, by directing a request to Bradford Bancorp, Inc., Kimberly Ruckle Verb 1. ruckle - make a hoarse, rattling sound rattle - make short successive sounds 2. ruckle - make wrinkles or creases on a smooth surface; make a pressed, folded or wrinkled line in; "The dress got wrinkled"; "crease the paper like this to , 6910 York Road York Road can refer to: Roads Asia
Patapsco Bancorp and its directors and executive officers may be deemed to be participants in the solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of proxies from the stockholders of Patapsco Bancorp in connection with the merger. Information about the directors and executive officers of Patapsco Bancorp and their ownership of Patapsco Bancorp common stock is set forth in the proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. , dated September 25, 2006 for Patapsco Bancorp's annual meeting of stockholders held on October 26, 2006, and available from the company by writing Michael J. Dee at the above address. Additional information regarding the interests of these participants may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. The offering will be made only by means of a prospectus in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. 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. |
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