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| MLVF > SEC Filings for MLVF > Form 8-K on 10-Oct-2012 | All Recent SEC Filings |
10-Oct-2012
Other Events, Financial Statements and Exhibits
On October 10, 2012, Malvern Federal Bancorp, Inc. (the "Company"), the current "mid-tier" holding company for Malvern Federal Savings Bank (the "Bank"), announced that the "second-step" conversion of Malvern Federal Mutual Holding Company (the "MHC"), the Company's mutual holding company parent, and stock offering are expected to be completed on or about October 11, 2012. The closing of the transaction is subject to the satisfaction of final regulatory approval and customary closing conditions.
As a result of the conversion and offering, the MHC and the Company will cease to exist and Malvern Bancorp, Inc. ("Malvern Bancorp-New"), the new Pennsylvania corporation formed to facilitate the conversion, will become the parent holding company of the Bank and will be wholly owned by public shareholders.
A total of 3,636,875 shares of common stock of Malvern Bancorp-New is expected to be sold in the subscription offering at $10.00 per share for gross proceeds of $36.4 million. Concurrent with the completion of the offering, the outstanding shares of the Company common stock (except for the shares owned by the MHC, which will be cancelled) will be exchanged for shares of Malvern Bancorp-New common stock. As a result, each existing share of Company common stock is expected to be converted into the right to receive 1.0748 shares of Malvern Bancorp-New common stock. The exchange ratio ensures that, after the conversion and offering, the public shareholders will maintain approximately the same ownership interest in Malvern Bancorp-New as they owned in the Company. Cash will be issued in lieu of fractional shares based on the offering price of $10.00. Upon completion of the conversion, the total shares outstanding after the stock offering and the exchange is expected to be approximately 6,558,762 shares.
A copy of the press release, dated October 10, 2012, is filed as Exhibit 99.1 hereto and incorporated herein by reference.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits
The following exhibit is included herewith.
Exhibit Number Description
99.1 Press release dated October 10, 2012
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