Dec 23 - CMS Bancorp Inc. (Nasdaq: CMSB), the parent company of CMS Bank in Mount Vernon, N.Y., has announced its decision to not further extend the termination date of a previously announced agreement and plan of merger dated as of Aug. 10, 2012, by and between CMS and Customers Bancorp Inc., Wyomissing, Pa., as amended effective as of April 22, 2013.
The merger agreement had called for a termination date by Dec. 31, 2013, if the contemplated merger of CMS and Customers is not completed by that time. Customers would have had a right to extend the termination date to a later date of March 31, 2014, if certain conditions were satisfied, including that Customers shall have made all regulatory filings that are required to obtain regulatory approval for the purchase of CMS by Dec. 31, 2013. It is the company's understanding that Customers will not satisfy this condition.
The decision of the CMS board of directors to not further extend the merger agreement beyond the Dec. 31, 2013, termination date was due to delays in the receipt of regulatory approvals by Customers to purchase CMS. Due to the continued delay and uncertainty in the timing of receipt of regulatory approvals by Customers, CMS determined that not further extending the merger agreement at this time, which allows the merger agreement to be terminated, is in the company's best interest.
John E. Ritacco, president and CEO of CMS, commented, "The CMS board is disappointed that the proposed merger under the merger agreement will not proceed. However, the board is confident that the decision to not further extend the merger agreement at this time is the right decision for our shareholders, customers and employees. As an independent company, we will forge ahead with executing our business strategy to operate the bank as a well-capitalized, profitable and community-oriented savings bank."
CMS will proceed to terminate the merger agreement in its normal course and pursuant to the terms of the merger agreement. Under the merger agreement, Customers is obligated to pay to CMS a termination fee of $1 million if the merger agreement is terminated for the reasons noted, that is, due to delay in the receipt of regulatory approvals.
About CMS Bancorp and CMS Bank
CMS Bancorp Inc. is a savings and loan holding company headquartered in White Plains, N.Y., with total consolidated assets of approximately $258 million at Sept. 30, 2013. CMS Bancorp's principal business is to operate CMS Bank, a New York state-chartered savings bank, which conducts its operations mainly through its corporate administrative office in White Plains and five retail banking offices located in the communities of Eastchester, Greenburgh, Mount Vernon, West Harrison, and Mount Kisco, in Westchester County, N.Y. More information about CMS Bancorp and CMS Bank can be found on CMS Bank's website at www.cmsbk.com.