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TF Financial Corp. and Roebling Financial Corp Announce Merger Agreement

 

Jan 2 - TF Financial Corporation (Nasdaq:THRD), the parent company of 3rd Fed Bank, and Roebling Financial Corp Inc. (OTCBB:RBLG), the parent company of Roebling Bank, jointly announced the execution of a definitive merger agreement under which TF Financial is to acquire Roebling Financial for approximately $14.5 million in TF stock and cash, or approximately $8.60 per share.

The strategic merger will combine two holding companies and subsidiary banks with strong histories of supporting their respective communities, expands 3rd Fed Bank's New Jersey footprint, and improves product and service offerings to Roebling Bank customers. The resulting combined company will have more than $850 million in total assets, $640 million in total loans, and $660 million in total deposits and 19 locations to serve customers in a five-county contiguous market area.

"We are very pleased to be partnering with Roebling Bank because they have been serving Burlington County residents for 90 years. It is a well-established franchise with a solid footprint in a complementary market," said Kent C. Lufkin, TF's president and CEO. "As past president of Roebling, and a long-time Burlington County resident, I have great familiarity with Roebling, its board and its markets. This combination will give us greater resources to serve our combined customer base into the future, and should also improve our operating efficiency to absorb greater regulatory costs."

"This is an ideal opportunity for Roebling to partner with a true community bank that shares our commitment to local residents and businesses," said John J. Ferry, Roebling's board chairman. "We know Kent very well and have complete confidence in his ability and also in TF's management team to lead our combined company forward."

Under the terms of the merger agreement, Roebling Financial Corp Inc. will be merged into TF Financial Corporation and Roebling Bank will be merged into 3rd Fed Bank. Roebling Bank branches will become 3rd Fed Bank branches. Fifty percent of Roebling's shares will be converted into TF common stock and the remaining 50 percent will be converted into cash.

Roebling shareholders will have the option to elect to receive either 0.3640 shares of TF common stock or $8.60 in cash for each Roebling common share, subject to proration to ensure that in the aggregate 50 percent of the Roebling shares will be converted into stock. The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes. The merger is expected to close during the second or third quarter of 2013, and is expected to be accretive to TF's earnings, exclusive of merger costs, in the second half of 2013.

Ferry will join the board of 3rd Fed Bank. The merger agreement is subject to customary closing conditions, including approval by Roebling Financial Corp Inc. shareholders and applicable banking regulatory authorities.

The Kafafian Group Inc. served as financial adviser to TF Financial Corporation, and Spidi & Fisch, PC, Washington, D.C., served as its legal counsel. FinPro Capital Advisors Inc. served as Roebling Financial Corp's financial adviser and Malizia & Associates, P.C., State College, Pa., served as its legal counsel.

About TF Financial Corporation
TF Financial Corporation is a holding company whose principal subsidiary is 3rd Fed Bank, which operates 14 full-service retail and commercial banking offices in Philadelphia and Bucks County, Pa., and in Mercer County, N.J. For more information on 3rd Fed Bank's visit www.thirdfedbank.com.

About Roebling Financial Corp Inc.
Roebling Financial Corp Inc. is a holding company whose principal subsidiary is Roebling Bank, which operates five retail banking offices, two located in Roebling and one located in each of Delran, Westampton and New Egypt, N.J. For more information on Roebling Bank visit www.roeblingbank.com.


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