Business & Finance
Business and Finance
Business and Finance
Thu, February 12, 2009
Wed, February 11, 2009 Independence Federal Savings Bank and ColomboBank to Merge
WASHINGTON--([ BUSINESS WIRE ])--Independence Federal Savings Bank ("Independence Federal") (Nasdaq:IFSB) announced today that it has entered into a definitive merger agreement with Colombo Bancshares, Inc., parent of ColomboBank. In the transaction, ColomboBank will be merged into Independence Federal and each of the outstanding shares of Colombo Bancshares Class A and Class B common stock will be converted into the right to receive 2.819 shares of Independence Federal common stock.
The combined institution is expected to have total assets of over $300 million and will have nine full-service office locations in the District of Columbia and Maryland. The transaction is expected to be completed by the end of the second quarter of 2009, subject to regulatory and shareholder approvals.
Independence Federal Savings Bank was chartered in 1968. Independence Federal became a publicly traded company in 1985. Headquartered in Washington, D.C., Independence Federal has two office locations in the District of Columbia and two in Maryland (Chevy Chase and Silver Spring). As of September 30, 2008, Independence Federal had total assets of approximately $172.6 million.
ColomboBank, a federal savings bank, was founded in 1914. Its parent company, Colombo Bancshares, Inc., is privately held. Headquartered in Rockville, Maryland, ColomboBank has four office locations in Maryland (Baltimore, Bethesda, Rockville and Silver Spring) and one in Washington, D.C. As of September 30, 2008, ColomboBank had total assets of approximately $168.1 million. More than 90% of the outstanding shares of Colombo Bancshares stock are owned by Independence Federal director and majority owner Morton A. Bender and members of his family.
Forward-Looking Statements
When used in this press release and in filings by Independence Federal with the Office of Thrift Supervision, in other press releases or other public shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases "believe," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "plans," or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date such statements are made. These statements may relate to future financial performance, strategic plans or objectives, revenues or earnings projections, or other financial information. By their nature, these statements are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the statements. Statements about the expected timing, completion, and other effects of the proposed merger and all other statements in this release other than historical facts constitute forward-looking statements.
Important factors that could cause actual results to differ materially from the results anticipated or projected include, but are not limited to, the following: (1) expected cost savings, synergies and other financial benefits from the proposed merger might not be realized within the expected time frames and costs or difficulties relating to integration matters might be greater than expected; (2) the requisite shareholder and regulatory approvals for the merger might not be obtained within the anticipated time frames or at all; (3) the credit risks of lending activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; (4) competitive pressures among depository institutions; (5) interest rate movements and their impact on customer behavior and net interest margin; (6) the impact of repricing and competitors' pricing initiatives on loan and deposit products; (7) the ability to adapt successfully to technological changes to meet customers' needs and developments in the marketplace; (8) the ability to access cost-effective funding; (9) changes in financial markets; (10) changes in economic conditions in general and in the District of Columbia and Maryland in particular; (11) the costs, effects and outcomes of litigation; (12) new legislation or regulatory changes and other governmental initiatives affecting the financial services industry; and (13) changes in accounting principles, policies or guidelines.
Independence Federal does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date on which the forward-looking statement is made.
Additional Information
Independence Federal will file an offering circular with the Office of Thrift Supervision (the "OTS") in connection with the proposed transaction. The offering circular will include a joint proxy statement of Independence Federal and Colombo Bancshares, Inc., which will be sent to the shareholders of Independence Federal and Colombo Bancshares. WE URGE SHAREHOLDERS TO READ THE JOINT PROXY STATEMENT/OFFERING CIRCULAR WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT INDEPENDENCE FEDERAL, COLOMBO BANCSHARES AND THE PROPOSED TRANSACTION. When filed, this document and certain other documents relating to the merger filed by Independence Federal can be obtained free of charge from the OTS Public Reference Room, located at 1700 G Street, N.W., Washington, D.C. 20552. These documents also can be obtained free of charge by accessing Independence Federal's website at [ www.ifsb.com ]. In addition, these documents, when available, can be obtained free of charge from Independence Federal upon written request to Independence Federal Savings Bank, Attn: Secretary, 1229 Connecticut Avenue, N.W., Washington, D.C. 20036 or by calling (202) 628-5500.
Participants in this Transaction
Independence Federal and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Independence Federal shareholders to approve the merger. Information about these participants may be obtained from the definitive proxy statement filed with the OTS by Independence Federal on April 11, 2008. Additional information regarding the interests of these participants, as well as information regarding the directors and executive officers of Colombo Bancshares, may be obtained by reading the joint proxy statement/offering circular regarding the proposed transaction when it becomes available.
