TF Financial (THRD) to Acquire Roebling Financial for $8.60/Share
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TF Financial Corporation (Nasdaq: THRD), the parent company of 3rd Fed Bank, and Roebling Financial Corp, Inc. (OTCBB: RBLG), the parent company of Roebling Bank, jointly announced the execution of a definitive merger agreement under which TF Financial is to acquire Roebling Financial for approximately $14.5 million in TF stock and cash, or approximately $8.60 per share.
The strategic merger will combine two holding companies and subsidiary banks with strong histories of supporting their respective communities, expands 3rd Fed Bank's New Jersey footprint, and improves product and service offerings to Roebling Bank customers. The resulting combined company will have over $850 million in total assets, $640 million in total loans, and $660 million in total deposits and 19 locations to serve customers in a five county contiguous market area.
Under the terms of the merger agreement, Roebling Financial Corp, Inc. will be merged into TF Financial Corporation and Roebling Bank will be merged into 3rd Fed Bank. Roebling Bank branches will become 3rd Fed Bank branches. 50% of Roebling's shares will be converted into TF common stock and the remaining 50% will be converted into cash. Roebling shareholders will have the option to elect to receive either 0.3640 shares of TF common stock or $8.60 in cash for each Roebling common share, subject to proration to ensure that in the aggregate 50% of the Roebling shares will be converted into stock. The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes. The merger is expected to close during the second or third quarter of 2013, and is expected to be accretive to TF's earnings, exclusive of merger costs, in the second half of 2013.
The Kafafian Group, Inc. served as financial advisor to TF Financial Corporation, and Spidi & Fisch, PC, Washington, D.C., served as its legal counsel. FinPro Capital Advisors, Inc. served as Roebling Financial Corp's financial advisor and Malizia & Associates, P.C., State College, Pennsylvania served as its legal counsel.
The strategic merger will combine two holding companies and subsidiary banks with strong histories of supporting their respective communities, expands 3rd Fed Bank's New Jersey footprint, and improves product and service offerings to Roebling Bank customers. The resulting combined company will have over $850 million in total assets, $640 million in total loans, and $660 million in total deposits and 19 locations to serve customers in a five county contiguous market area.
Under the terms of the merger agreement, Roebling Financial Corp, Inc. will be merged into TF Financial Corporation and Roebling Bank will be merged into 3rd Fed Bank. Roebling Bank branches will become 3rd Fed Bank branches. 50% of Roebling's shares will be converted into TF common stock and the remaining 50% will be converted into cash. Roebling shareholders will have the option to elect to receive either 0.3640 shares of TF common stock or $8.60 in cash for each Roebling common share, subject to proration to ensure that in the aggregate 50% of the Roebling shares will be converted into stock. The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes. The merger is expected to close during the second or third quarter of 2013, and is expected to be accretive to TF's earnings, exclusive of merger costs, in the second half of 2013.
The Kafafian Group, Inc. served as financial advisor to TF Financial Corporation, and Spidi & Fisch, PC, Washington, D.C., served as its legal counsel. FinPro Capital Advisors, Inc. served as Roebling Financial Corp's financial advisor and Malizia & Associates, P.C., State College, Pennsylvania served as its legal counsel.
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