Atlantic Coast Financial Corporation and Bond Street Holdings Amend Definitive Merger Agreement to Remove Contingency from Per

  Atlantic Coast Financial Corporation and Bond Street Holdings Amend
  Definitive Merger Agreement to Remove Contingency from Per Share
  Consideration

Business Wire

JACKSONVILLE, Fla. -- April 23, 2013

Atlantic Coast Financial Corporation (the "Company") (NASDAQ: ACFC), the
holding company for Atlantic Coast Bank (the "Bank"), today announced that the
definitive merger agreement with Bond Street Holdings Inc.("Bond Street"),
dated February 25, 2013, has been amended to eliminate the transaction's $2.00
per share contingency consideration. Accordingly, the Company's stockholders
will receive upon closing of the transaction the entire $5.00 per share in
cash for each share owned. The amended merger agreement was approved by the
respective Boards of Directors of both the Company and Bond Street, a
community-oriented bank holding company with $3.2 billion in total assets that
operates 41 community banking branches along both Florida coasts and in the
Orlando area.

The transaction is expected to close by the end of the second quarter of 2013,
subject to customary closing conditions, including regulatory approvals and
the approval of Company stockholders. Upon completion of the merger
transaction, Atlantic Coast Bank will merge into Florida Community Bank, N.A.,
Bond Street's banking subsidiary.

Under the previously announced merger agreement, the Company's stockholders
were to receive $5.00 per share in cash for each common share owned. Of that
amount, $2.00 of the total per share consideration was to be held in an escrow
account and available to cover losses from stockholder claims for one year or
until the final resolution of such claims, if later. Under the terms of the
amended agreement, that contingency has been lifted.

G. Thomas Frankland, President and Chief Executive Officer of the Company,
said, "This amended merger agreement provides our stockholders with cash
payment in full at the time the transaction closes, eliminating any and all
uncertainty about the value stockholders will receive and the timing of that
payment. It enables our stockholders to capitalize immediately upon closing on
the compelling value the transaction provides relative to our stock's recent
historical and present trading values and mitigate their investment's
potential exposure given the regulatory environment in which the Company is
now operating. Simply put, it provides a transaction for stockholders, our
organization and customers with minimal execution risks compared with the
other strategic alternatives that the Board considered. It simplifies the
transaction's structure for stockholders and at the same time addresses the
concerns about the transaction raised by certain dissenting stockholders. With
the escrow requirement now eliminated in favor of a straightforward cash
transaction, we are confident we are on track to finalize the transaction as
planned, and we look forward to joining with Florida Community Bank to build
an even stronger and more competitive community banking organization."

Kent Ellert, President and Chief Executive Officer of Florida Community Bank,
said, "We have continued to carefully review all aspects of the proposed
merger with Atlantic Coast Financial Corporation, and we have become confident
that we do not need a contingency reserve for this transaction. The proposed
transaction value of this merger transaction - $5.00 all cash per share
payable in full at closing - is $13.1 million. As announced on February 26,
2013, the $5.00 per share merger consideration to be realized by stockholders
represents a premium of approximately 49% to the Company's average stock price
of $3.36 over the 10-day period ended February 25, 2013, and continues to be a
premium to the stock price since that date. The transaction, in our view, is
win-win for all parties - the stockholders of Atlantic Coast Financial
Corporation, the banking organizations of both Atlantic Coast Bank and Florida
Community Bank, and the customers and communities we serve. We look forward to
the transaction's successful completion."

As announced in February, upon completion of the transaction, Atlantic Coast
Bank will merge into Florida Community Bank, making Florida Community Bank the
fourth largest bank headquartered in Florida, with almost $4 billion in assets
and 53 locations along both Florida coasts and in Southeast Georgia.

About the Company

Atlantic Coast Financial Corporation is the holding company for Atlantic Coast
Bank, a federally chartered and insured stock savings bank. It is a
community-oriented financial institution serving northeastern Florida and
southeastern Georgia markets through 12 locations, with a focus on the
Jacksonville metropolitan area. Investors may obtain additional information
about Atlantic Coast Financial Corporation on the Internet at
www.AtlanticCoastBank.net, under Investor Information.

About Bond Street

Formed in 2009 and headquartered in South Florida, Bond Street has become the
fifth largest independent bank in Florida. This transaction marks Florida
Community Bank's first entry into the northeast Florida/southeast Georgia
markets.

Forward-looking Statements

This news release contains forward-looking statements within the meaning of
the federal securities laws. Statements in this release that are not strictly
historical are forward-looking and are based upon current expectations that
may differ materially from actual results. These forward-looking statements,
identified by words such as "will," "expected," "believe," and "prospects,"
involve risks and uncertainties that could cause actual results to differ
materially from those anticipated by the statements made herein. These risks
and uncertainties involve general economic trends and changes in interest
rates, increased competition, changes in consumer demand for financial
services, the possibility of unforeseen events affecting the industry
generally, the uncertainties associated with newly developed or acquired
operations, and market disruptions and other effects of terrorist activities.
The Company undertakes no obligation to release revisions to these
forward-looking statements publicly to reflect events or circumstances after
the date hereof or to reflect the occurrence of unforeseen events, except as
required to be reported under the rules and regulations of the Securities and
Exchange Commission.

Additional Information

This communication is being made in respect of a proposed business combination
transaction involving Atlantic Coast Financial Corporation and Bond Street
Holdings, Inc. In connection with the proposed transaction, Atlantic Coast
Financial Corporation will file with the Securities and Exchange Commission
(the "SEC") a proxy statement to be distributed to the stockholders of the
Company in connection with their vote on the proposed transaction. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION REGARDING THE PROPOSED TRANSACTION,
STOCKHOLDERS OF ATLANTIC COAST FINANCIAL CORPORATION ARE URGED TO READ ALL
FILINGS MADE BY THE COMPANY IN CONNECTION WITH THE TRANSACTION, INCLUDING THE
PROXY STATEMENT, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. The final proxy statement will be mailed to
stockholders of Atlantic Coast Financial Corporation. Stockholders may obtain
copies of all documents filed with the SEC regarding this transaction, free of
charge, at the SEC's website (www.sec.gov) and by accessing Atlantic Coast
Financial Corporation's website (www.atlanticcoastbank.net) under the heading
"Investor Relations" and then under the link "SEC Filings." These documents
may also be obtained free of charge from Atlantic Coast Financial Corporation
by requesting them in writing to Atlantic Coast Financial Corporation, 10151
Deerwood Park Blvd., Building 200, Suite 100, Jacksonville, Florida 32256;
Attention: Thomas B. Wagers, Sr., Chief Financial Officer, or by telephone at
(904) 565-8570.

Atlantic Coast Financial Corporation and its directors and executive officers
may be deemed participants in the solicitation of proxies from Atlantic Coast
Financial Corporation's stockholders in connection with this transaction.
Information about the directors and executive officers of Atlantic Coast
Financial Corporation and information about other persons who may be deemed
participants in this transaction will be included in the proxy statement. You
can find information about Atlantic Coast Financial Corporation's executive
officers and directors in Atlantic Coast Financial Corporation's preliminary
proxy statement for its Special Meeting filed with the SEC on March 27, 2013,
and Atlantic Coast Financial Corporation's Annual Report on Form 10-K filed
with the SEC on April 1, 2013, copies of which are available at the SEC's
website or from Atlantic Coast Financial Corporation as described above.

Contact:

Atlantic Coast Financial Corporation
Corporate Communications, Inc.
Patrick J. Watson, 615-324-7309
pat.watson@cci-ir.com
or
Bond Street Holdings
Kekst and Company
Ross Lovern, 212-521-4876
ross-lovern@kekst.com
 
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