FAIRFIELD, N.J. and MILLINGTON, N.J., Dec. 18, 2019 (GLOBE NEWSWIRE) -- Kearny Financial Corp. (Nasdaq: KRNY), the holding company for Kearny Bank,, and MSB Financial Corp. (Nasdaq: MSBF), the holding company for Millington Bank,, announced today that the companies have entered into a definitive agreement pursuant to which Kearny will acquire Millington in a transaction valued over $94 million based on Kearny’s closing stock price on Tuesday, December 17, 2019 of $14.10 per share. Under the terms of merger, which was unanimously approved by both Boards of Directors, Millington will merge with and into Kearny, and each outstanding share of Millington common stock will be exchanged for 1.3 shares of KRNY common stock or $18.00 in cash. Millington stockholders may elect cash or stock, or a combination thereof, subject to proration to ensure that, in the aggregate, 10% of Millington shares will be converted into cash and 90% of Millington shares will be converted into Kearny stock. Upon closing, Kearny shareholders will own approximately 94% of the combined company and Millington shareholders will own approximately 6% of the combined company.
The acquisition expands Kearny’s branch footprint further westward into Somerset and Morris Counties, two very desirable markets in northern New Jersey. As of September 30, 2019, MSBF had approximately $591 million of assets, $513 million of loans, and $476 million of deposits. On a pro forma basis, as of September 30, 2019, the combined company is expected to have approximately $7.25 billion of assets, $5.1 billion of loans, and $4.67 billion of deposits with 52 full service branch locations.
Craig L. Montanaro, President and Chief Executive Officer of Kearny stated “I am very pleased to announce our partnership with Millington Bank. We are two strong community banks with well over two combined centuries of rich history serving our clients and the surrounding communities. We welcome the Millington employees and clients and feel that our expanded product suite and focus on digital technologies will offer an opportunity to further grow the combined franchise which makes this a winning combination for all concerned."
Michael Shriner, President and Chief Executive Officer of Millington Bank noted that "We are pleased to be joining Kearny and its strong branch network in New Jersey and New York City. This merger will expand the banking opportunities and services available to our employees, customers and the communities that we serve."
On a pro forma basis, the transaction is expected to be immediately accretive to Kearny’s earnings per share by approximately 11% with fully phased in non-interest expense cost savings. Tangible book value dilution is expected to be approximately 1.6%, with an earn-back period of approximately 2.8 years under both the crossover and earnings accretion methods.
The merger is expected to close during the 2nd calendar quarter of 2020, subject to Millington receiving the requisite approval of its shareholders, receipt of all regulatory approvals and fulfilment of other customary closing conditions.
PNC FIG Advisory, Inc. served as financial advisor to Kearny, and Luse Gorman, PC served as its legal counsel. FinPro Capital Advisors Inc. served as financial advisor to Millington, and Jones Walker LLP served as its legal counsel.
About Kearny Financial Corp.
Kearny Financial Corp. is the parent company of Kearny Bank, a state chartered savings bank headquartered in Fairfield, New Jersey. Kearny Bank currently operates 49 full service branch offices located throughout northern and central New Jersey and Brooklyn and Staten Island, New York. At September 30, 2019, Kearny Financial Corp. had approximately $6.6 billion in total assets. Kearny Bank was recently named to Forbes’ list of 100 Fastest Growing Companies.
About MSB Financial Corp.
MSB Financial Corp. is the holding company for Millington Bank, a state chartered savings bank headquartered in Millington, New Jersey. Millington Bank is a metropolitan, community-focused bank serving residents and businesses in its market area through four full-service branch offices located in northern New Jersey.
