Business & Finance
Tue, January 18, 2011Mon, January 17, 2011Fri, January 14, 2011Thu, January 13, 2011Wed, January 12, 2011Tue, January 11, 2011Mon, January 10, 2011Sat, January 8, 2011Fri, January 7, 2011Thu, January 6, 2011Wed, January 5, 2011Tue, January 4, 2011Mon, January 3, 2011Sat, January 1, 2011SI Financial Group, Inc. Expects to Close Conversion and Stock Offering January 12th
Published in Business and Finance on Monday, January 10th 2011 at 11:30 GMT by Market Wire
WILLIMANTIC, Conn.--([ BUSINESS WIRE ])--SI Financial Group, Inc. (the aCompanya) (Nasdaq: SIFI), holding company for Savings Institute Bank and Trust Company, announced today that the conversion and offering are expected to be completed on January 12, 2011. The closing of the transaction is subject to the satisfaction of customary closing conditions.
As a result of the conversion and offering, SI Bancorp, MHC and SI Financial Group will cease to exist and new SI Financial Group, a Maryland corporation, will become the parent holding company of Savings Institute Bank and Trust Company and will be wholly owned by public stockholders.
A total of 6,544,493 shares of common stock are expected to be sold in the subscription and community offerings at $8.00 per share, including 392,670 shares to be purchased by the Savings Institute Bank and Trust Company Employee Stock Ownership Plan. As part of the conversion, each existing share of SI Financial Group is expected to be converted into the right to receive 0.8981 of a share of new SI Financial Group common stock. The exchange ratio ensures that, after the conversion and offering, the public shareholders will maintain approximately the same ownership interest in new SI Financial Group as they owned in SI Financial Group. Cash will be issued in lieu of fractional shares based on the offering price of $8.00. Total shares outstanding after the stock offering and the exchange are expected to be approximately 10,577,467 shares.
SI Financial Group common stock will continue to trade on the Nasdaq Global Market under the trading symbol SIFI through January 12, 2011. Beginning on January 13, 2011, the shares of new SI Financial Group common stock will trade on the Nasdaq Global Market under the trading symbol SIFID for a period of 20 trading days. Thereafter, the trading symbol will revert to SIFI.
Stock certificates for shares purchased in the subscription offering and community offering are expected to be mailed to subscribers on or about January 12, 2011. Stockholders of SI Financial Group holding shares in street name will receive shares of new SI Financial Group within their accounts automatically. Stockholders of SI Financial Group holding shares in certificated form will be mailed a letter of transmittal on or about January 14, 2011 and will receive their shares of new SI Financial Group common stock and cash in lieu of fractional shares after returning their stock certificates and a properly completed letter of transmittal to SI Financial Groupa™s transfer agent.
Stifel, Nicolaus & Company, Incorporated acted as financial advisor to SI Financial Group. Kilpatrick Townsend & Stockton LLP acted as legal counsel to SI Financial Group.
SI Financial Group is the holding company for Savings Institute Bank and Trust Company. Established in 1842, Savings Institute Bank and Trust Company is a community-oriented financial institution headquartered in Willimantic, Connecticut. Through its twenty-one branch locations, Savings Institute Bank and Trust Company offers a full-range of financial services to individuals, businesses and municipalities within its market area.
This press release contains certain forward-looking statements about the conversion and offering. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as abelieve,a aexpect,a aanticipate,a aestimate,a and aintenda or future or conditional verbs such as awill,a awould,a ashould,a acould,a or amay.a Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include delays in consummation of the conversion and offering, increased competitive pressures, changes in the interest rate environment, general economic conditions or conditions within the securities markets, and legislative and regulatory changes that could adversely affect the business in which SI Financial Group and Savings Institute Bank and Trust Company are engaged.
A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. This press release is neither an offer to sell nor a solicitation of an offer to buy common stock. The offer will be made only by means of the written prospectus forming part of the registration statement.
The shares of common stock of new SI Financial Group are not savings accounts or savings deposits, may lose value and are not insured by the Federal Deposit Insurance Corporation or any other government agency.
