April 8 - Investors Bancorp Inc. (NASDAQ: ISBC), the holding company for Investors Bank, and Gateway Community Financial Corporation, the mid-tier holding company for GCF Bank, have jointly announced the signing of a definitive merger agreement. GCF Bank operates four branches in Gloucester County, N.J., and as of Dec. 31, 2012, had assets of $309.8 million, deposits of $278.6 million and net worth of $24.6 million.
Under the terms of the merger agreement, Gateway Community Financial MHC will merge into Investors Bancorp, MHC, with Investors MHC the surviving entity, to be followed by the merger of Gateway Community Financial Corporation into Investors Bancorp Inc., with Investors Bancorp Inc. the surviving entity, and the merger of GCF Bank into Investors Bank, with Investors Bank the surviving entity. As Gateway Community Financial has no public shareholders, no merger consideration will be paid to third parties. Investors Bancorp Inc. will issue shares of its common stock to Investors MHC as consideration for the transaction. The number of shares to be issued will be based on the pro forma market valuation of Gateway as determined by an independent appraisal. Depositors of GCF 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 GCF Bank. The merger has been approved by each company's board of directors and is anticipated to close in the third quarter of 2013, subject to regulatory approvals and other customary closing conditions.
Kevin Cummings, president and CEO of Investors Bank, said, "We are excited about this acquisition of another mutual holding company. Along with our anticipated merger of Roma Financial MHC, this acquisition enhances our footprint in the Southern New Jersey and greater Philadelphia markets. Investors will create an advisory board to strengthen our commitment to the local community."
John S. Gligor Sr., chairman of the board of directors of Gateway Community Financial, added: "We are pleased to join Investors and look forward to the opportunities this combination will provide to our customers and the communities we serve."
Investors Bancorp was advised in this transaction by, Keefe, Bruyette & Woods, A Stifel Company. Luse, Gorman, Pomerenk & Schick, P.C. acted as legal counsel to Investors Bancorp. Sandler O'Neill + Partners, L.P. acted as financial adviser to Gateway Community Financial Corporation and Stevens & Lee 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 over one hundred branch offices located throughout northern and central New Jersey and New York.
About Gateway Community Financial Corporation
Gateway Community Financial Corporation is the holding company of GCF Bank, a community bank headquartered in Sewell, N.J. GCF Bank operates branch locations in Gloucester County in New Jersey.