TF Financial Corporation and Roebling Financial Corp, Inc. Announce Definitive
NEWTOWN, Pa. and ROEBLING, N.J., Dec. 28, 2012 (GLOBE NEWSWIRE) -- TF
Financial Corporation (Nasdaq:THRD), the parent company of 3^rd 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 3^rd
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
"We are very pleased to be partnering with Roebling Bank because they have
been serving Burlington County residents for 90 years. It is a
well-established franchise with a solid footprint in a complementary market,"
said Kent C. Lufkin, TF's President and CEO. "As past President of Roebling,
and a long-time Burlington County resident, I have great familiarity with
Roebling, its board, and its markets.This combination will give us greater
resources to serve our combined customer base into the future, and should also
improve our operating efficiency to absorb greater regulatory costs."
"This is an ideal opportunity for Roebling to partner with a true community
bank that shares our commitment to local residents and businesses," said John
J. Ferry, Roebling's Board Chairman. "We know Kent very well and have complete
confidence in his ability and also in TF's management team to lead our
combined company forward."
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 3^rd 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.
Mr. Ferry will join the board of 3^rd Fed Bank. The merger agreement is
subject to customary closing conditions, including approval by Roebling
Financial Corp, Inc. shareholders and applicable banking regulatory
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.
About TF Financial Corporation.
TF Financial Corporation is a holding company whose principal subsidiary is
3^rd Fed Bank, which operates 14 full service retail and commercial banking
offices in Philadelphia and Bucks County, Pennsylvania and in Mercer County,
New Jersey. For more information on 3^rd Fed Bank's visit
About Roebling Financial Corp, Inc.
Roebling Financial Corp, Inc. is a holding company whose principal subsidiary
is Roebling Bank, which operates five retail banking offices, two located in
Roebling and one located in each of Delran, Westampton and New Egypt, New
Jersey.For more information on Roebling Bank visit www.roeblingbank.com.
Important Additional Information.
In connection with the proposed merger of TF Financial Corporation and
Roebling Financial Corp, Inc., TF will file with the Securities and Exchange
Commission ("SEC") a Registration Statement on Form S-4 that will include a
proxy statement of Roebling and a prospectus of TF ("Proxy
Statement/Prospectus"), which will be mailed to Roebling's shareholders, as
well as other relevant documents concerning the proposed merger.SHAREHOLDERS
OF ROEBLING ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE
MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION RELEVANT TO MAKING A VOTING OR
INVESTMENT DECISION WITH RESPECT TO THE MERGER.
When available, a free copy of the Proxy Statement/Prospectus, as well as
other filings containing information about TF and Roebling, may be obtained at
the SEC's website at www.sec.gov.You will also be able to obtain these
documents, free of charge, from TF on its website at www.thirdfedbank.com or
from Roebling on its website at www.roeblingbank.com/investor.htm.
TF and Roebling and certain of their directors and executive officers may be
deemed to be participants in the solicitation of proxies from the shareholders
of Roebling in connection with the merger.Information about the directors and
executive officers of Roebling and their ownership of Roebling common stock is
set forth inRoebling's Form 10-K, as filed with the SEC on December 19, 2012,
and on Forms 3, 4 and 5 subsequently filed with the SEC by its officers and
directors.Information about the directors and executive officers of TF and
their ownership of TF common stock is set forth in the proxy statement related
to TF's 2012 annual meeting of shareholders, as filed with the SEC on March
27, 2012, and on Forms 3, 4 and 5 subsequently filed with the SEC by its
officers and directors.Additional information regarding the interests of
those participants and other persons who may be deemed participants in the
solicitation of proxies may be obtained by reading the Proxy
Statement/Prospectus when it becomes available.
This communication shall not constitute an offer to sell or the solicitation
of an offer to sell or the solicitation of an offer to buy any securities.
Cautionary Statement Regarding Forward-Looking Statements.
Certain statements made in this news release may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995.Forward-looking statements are statements that include projections,
predictions, expectations, or beliefs about events or results or otherwise are
not statements of historical facts, including statements related to the timing
of the closing of the mergers, availability of future resources, improvement
in operating efficiency, impact on earnings and statements about the ability
of TF management to lead the combined company.Although TF and Roebling
believe that their expectations with respect to such forward-looking
statements are based upon reasonable assumptions based on existing knowledge,
the material factors and assumptions that could cause actual results to differ
materially from current expectations include, without limitation, the
following: the inability to close the merger in a timely manner; the inability
to complete the merger due to the failure to obtain stockholder approval and
adoption of the merger agreement and approval of the merger or the failure to
satisfy other conditions to completion of the merger, including required
regulatory and other approvals; the failure of the transaction to close for
any other reason; the possibility that the integration of Roebling's business
and operations with those of TF may be more difficult and/or take longer than
anticipated, may be more costly than anticipated and may have unanticipated
adverse results relating to Roebling's or TF's existing businesses;the
challenges of integrating and retaining key employees; and other factors that
may affect future results of the combined company described in the section
entitled "Risk Factors" in the Proxy Statement/Prospectus to be mailed to
Factors that could cause actual events or results to differ significantly from
those described in the forward-looking statements include, but are not limited
to, those described in the cautionary language included under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in TF's Form 10-K for the year ended December 31, 2011 and
documents subsequently filed by TF with the SEC, including TF's Form 10-Qs for
the quarters ended March 31, 2012, June 30, 2012 and September 30, 2012 and in
Roebling's Form 10-K for the year ended September 30, 2012 and documents
subsequently filed by Roebling with the SEC.Readers are strongly urged to
read the full cautionary statements contained in these materials.All of these
documents are or will be available at the SEC's website at
www.sec.gov.Neither TF, nor Roebling assume any duty to update any
forward-looking statements to reflect events that occur or circumstances that
exist after the date on which they were made.
TF Financial Corporation:
Kent C. Lufkin
President and Chief Executive Officer
Roebling Financial Corp, Inc.
R. Scott Horner
President and Chief Executive Officer
Press spacebar to pause and continue. Press esc to stop.