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Prudential Bancorp of Pennsylvania Announces Approval of Plan of Conversion


Oct 3 - Prudential Bancorp Inc. of Pennsylvania (Nasdaq: PBIP), the "mid-tier" holding company for Prudential Savings Bank, has announced that the plan of conversion and reorganization providing for the "second-step" conversion of Prudential Mutual Holding Company, the company's mutual holding company parent, was approved by the shareholders of the company and the depositors of the bank at separate meetings held on Sept. 26, 2013. The conversion and offering are expected to be completed on or about Oct. 9, 2013. The closing of the transaction is subject to the satisfaction of customary closing conditions.

As a result of the conversion and offering, Prudential Mutual Holding Company and the company will cease to exist and Prudential Bancorp Inc. ("Prudential Bancorp-New"), the new Pennsylvania corporation formed to facilitate the conversion, will become the parent holding company of the bank and will be wholly owned by public shareholders.

A total of 7.14 million shares of common stock of Prudential Bancorp-New are expected to be sold in the subscription offering at $10 per share for gross proceeds of $71.4 million. Concurrent with the completion of the offering, the outstanding shares of the Company common stock (except for the shares owned by the mutual holding company, which will be cancelled) will be exchanged for shares of Prudential Bancorp-New common stock. As a result, each existing share of Company common stock is expected to be converted into the right to receive 0.9442 shares of Prudential Bancorp-New common stock. The exchange ratio ensures that, after the conversion and offering, the public shareholders will maintain approximately the same ownership interest in Prudential Bancorp-New as they owned in the company. Cash will be issued in lieu of fractional shares based on the offering price of $10. On completion of the conversion, the total shares outstanding after the stock offering and the exchange is expected to be approximately 9.55 million shares.

The offering was oversubscribed in the first priority of the subscription offering, eligible depositors of the Bank as of Dec. 31, 2011, and orders of such subscribers will be allocated accordingly.

Sandler O'Neill & Partners, L.P., managed the subscription and community offerings. Elias, Matz, Tiernan & Herrick L.L.P. acted as legal counsel to the Company.

The company's common stock will continue to trade on the Nasdaq Global Market under the trading symbol "PBIP" through Oct. 9, 2013. It is anticipated that, beginning on Oct. 10, 2013, the shares of Prudential Bancorp-New common stock will trade on the Nasdaq Global Market under the same trading symbol "PBIP."

Stock certificates for shares purchased in the subscription offering are expected to be mailed to subscribers on or about Oct. 9, 2013. Shareholders of the company holding shares in street name or in book-entry form will receive shares of Prudential Bancorp-New directly through their accounts. Shareholders holding shares in certificated form will be mailed a letter of transmittal on or about Oct. 11, 2013, and receive their shares of Prudential Bancorp-New common stock and cash in lieu of fractional shares after returning their stock certificates and a properly completed letter of transmittal to the company's transfer agent.

A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission.

The shares of common stock of Prudential Bancorp Inc. 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.

Prudential Bancorp Inc. of Pennsylvania is the "mid-tier" holding company for Prudential Savings Bank. Prudential Savings Bank is a Pennsylvania-chartered, FDIC-insured savings bank that was originally organized in 1886. The bank conducts business from its headquarters and main office in Philadelphia, Pennsylvania as well as six additional full-service branch offices, five of which are in Philadelphia and one of which is in Drexel Hill in Delaware County, Pa.