Dec 20 - Investors Bancorp Inc. (NASDAQ:ISBC), the holding company for Investors Bank, and Roma Financial Corporation (NASDAQ:ROMA), the federally chartered holding company for Roma Bank, have jointly announced the signing of a definitive merger agreement. Roma Financial Corp. MHC, a federally chartered mutual holding company, owns approximately 74.5 percent of Roma Financial Corp. As of Sept. 30, 2012, Roma Financial Corp. operated 26 branches in Burlington, Ocean, Mercer, Camden and Middlesex counties, N.J., and had assets of $1.84 billion, deposits of $1.49 billion and stockholders' equity of $218.8 million.
Under the terms of the merger agreement, 100 percent of the shares of Roma Financial will be converted into Investors Bancorp common stock. Each outstanding share of Roma Financial common stock, including shares owned by Roma MHC, will be converted into 0.8653 shares of Investors Bancorp common stock on completion of the merger. The transaction is valued at $15 per Roma Financial common share based on Investors Bancorp's average closing stock price for the ten-day trading period ending on Dec. 18, 2012. Shares to be issued to Investors Bancorp MHC, representing the stock held by Roma MHC, would be reissued in a possible future second step conversion by Investors Bancorp. On closing of the merger, Investors Bancorp expects to issue 25,875,411 shares of common stock, including 19,541,701 shares to Investors MHC. The aggregate merger consideration to be received by Roma Financial minority shareholders is $113.5 million.
Three members of Roma Financial Corp.'s board of directors will be appointed to the board of directors of Investors Bank and its holding companies. The remaining Roma Board members will serve on an advisory board.
Under the terms of the merger agreement, Roma MHC will merge into Investors Bancorp MHC with Investors MHC surviving, to be followed by the merger of Roma Financial Corp. into Investors Bancorp, with Investors Bancorp surviving, and the merger of Roma Bank into Investors Bank, with Investors Bank surviving. Depositors of Roma Bank will become depositors of Investors Bank, and will have the same rights and privileges in Investors MHC as if their accounts had been established in Investors Bank on the date established at Roma Bank. The merger has been approved by each company's board of directors and is anticipated to close in the second quarter of 2013, subject to the approval of Investor Bancorp and Roma Financial shareholders, Roma MHC members, regulatory approvals and other customary closing conditions.
It is anticipated that RomAsia Bank, a subsidiary that is 91 percent owned by Roma Financial, will merge into Investors Bank.
Kevin Cummings, president and CEO of Investors Bank, said, "We are pleased to enter into this partnership with Roma Bank. The Roma Bank branch network complements our presence in Central and Southern New Jersey and provides a strong foothold in the greater Philadelphia market. Roma Bank's customers can look forward to an enhanced array of products and services delivered with the same high level of service Roma Bank provides."
Cummings also commented on the merging of two mutual holding companies, "We are excited about the uniqueness of this transaction and this combination of two mutual holding companies. We believe it will enhance the value of a potential second step conversion by Investors Bancorp."
Peter A. Inverso, president and CEO of Roma Financial Corp., commented, "Investors is a well-managed, community-oriented institution which, like Roma Bank, distinguishes itself with its focus on customer service. The breadth of Investors' product offerings will allow us to maintain, expand and enhance services and products for our customers."
Michele Siekerka, chair of the board of directors of Roma Financial, added: "We are all very pleased to be joining with Investors. This transaction opens up many new opportunities for our shareholders, our community, our employees and our customers."
Investors Bancorp was advised in this transaction by, Stifel Nicolaus Weisel and received a fairness opinion from RBC Capital Markets, LLC. Luse, Gorman, Pomerenk & Schick, P.C. acted as legal counsel to Investors Bancorp. Sandler O'Neill + Partners, L.P. acted as financial advisor to Roma Financial Corporation and Spidi & Fisch, P.C. acted as its legal counsel.
About Investors Bancorp
Investors Bancorp Inc. is the holding company for Investors Bank, which operates from its corporate headquarters in Short Hills, N.J., and more than 100 branch offices located throughout northern and central New Jersey and New York.
About Roma Financial Corp.
Roma Financial Corp. is the holding company of Roma Bank, a community bank headquartered in Robbinsville, N.J., and RomAsia Bank headquartered in South Brunswick, N.J. Roma Bank operates branch locations in Mercer, Burlington, Camden and Ocean counties in New Jersey. RomAsia Bank has two branch locations in Middlesex County, N.J.