Oconee Federal Financial Corp. Announces Agreement to Acquire Stephens Federal Bank of Toccoa, Georgia

  Oconee Federal Financial Corp. Announces Agreement to Acquire Stephens
  Federal Bank of Toccoa, Georgia

Business Wire

SENECA, S.C. & TOCCOA, Ga. -- February 27, 2014

Oconee Federal Financial Corp. (NASDAQ: OFED) (the “Company”) the holding
company for Oconee Federal Savings and Loan Association ("Oconee Federal”) and
Stephens Federal Bank ("Stephens Federal"), a mutual savings bank, today
announced the execution of a merger agreement pursuant to which Stephens
Federal will merge with and into Oconee Federal. The acquisition will add
Stephens Federal's offices in Toccoa and Clayton, Georgia to Oconee Federal’s
four branch network located in Oconee County, South Carolina. Stephens
Federal's three offices will operate as branches of Oconee Federal Savings and
Loan Association after the merger is completed.

Under the terms of the merger agreement, depositors and borrowers of Stephens
Federal will become depositors and borrowers of Oconee Federal and will have
the same rights and privileges in Oconee Federal MHC, the mutual holding
company parent of the Company, as if their accounts had been established at
Oconee Federal on the date established at Stephens Federal. In addition, the
Oconee Federal Charitable Foundation will support charitable organizations in
the communities served by Stephens Federal. The transaction does not require
the vote of Stephens Federal’s members or the Company’s shareholders. After
the merger, the combined institution with have approximately $519 million in
assets.

T. Rhett Evatt, Chairman and Chief Executive Officer of Oconee Federal
Financial Corp., stated, "We are extremely excited about our combination with
Stephens Federal. This transaction provides us with an excellent platform to
further grow and diversify our franchise in new markets that are contiguous to
our existing market and with similar economic and demographic characteristics.
This will be achieved by providing superior customer service in the
communities we serve." Curtis T. Evatt, President of Oconee Federal Financial
Corp., added “We look forward to welcoming Stephens Federal and their
customers into the Oconee Federal family. We believe the integration of the
two institutions’ personnel and operations will be quite smooth due to our
similarities in operations. We are eager to proceed towards obtaining
regulatory approval and closing the transaction so that we get to work as one
organization.”

"We have always focused on our community and the needs of our banking
clients," said Joe Ferguson Chairman of Stephens Federal. "We feel that this
merger with an exceptionally strong financial institution is an excellent
opportunity for us to ensure our customers continuity of services and enhance
the financial products and services available to our customers and the
communities we serve.” Tim Ash, President of Stephens Federal added, “Becoming
part of Oconee Federal will allow us to continue to provide our customers with
local decision-making while preserving our values and our community bank
culture."

The transaction is expected to close in the third or fourth quarter of 2014.
The transaction is subject to certain conditions, including customary closing
conditions and the receipt of regulatory approvals.

Luse Gorman Pomerenk & Schick, P.C., Washington, DC, acted as legal counsel
and Capital Resources Group, Inc., Reston, VA acted as financial advisor to
the Company and Oconee Federal. Spidi & Fisch, PC, Washington, DC, acted as
legal counsel and McAuliffe Financial, LLC, Lake Oswego, OR, acted as
financial advisor to Stephens Federal.

About Oconee Federal and Stephens Federal Bank

Oconee Federal Financial Corp. is the parent company of Oconee Federal Savings
and Loan Association. Oconee Federal Savings and Loan Association operates
from its administrative offices in Seneca, SC with four other branches in
Oconee County, SC. Oconee Federal Savings and Loan Association is a
community-oriented federal savings association dedicated to serving the
financial service needs of customers within its market areas. At December 31,
2013, Oconee had approximately $360 million in total assets and capital of $75
million.

Stephens Federal Bank is headquartered in Toccoa, GA with two offices in
Toccoa and one in Clayton, GA. It is a federally chartered mutual savings
bank. At December 31, 2013, Stephens Federal Bank had approximately $158
million in total assets.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements may include: management plans relating to the transaction; the
expected timing of the completion of the transaction; the ability to complete
the transaction; the ability to obtain any required regulatory, stockholder or
other approvals; any statements of the plans and objectives of management for
future or past operations, products or services, including the execution of
integration plans; any statements of expectation or belief; and any statements
of assumptions underlying any of the foregoing. Forward-looking statements are
typically identified by words such as “believe,” “expect,” “anticipate,”
“intend,” “outlook,” “estimate,” “forecast,” “project” and other similar words
and expressions. Forward-looking statements are subject to numerous
assumptions, risks and uncertainties, which change over time. Forward-looking
statements speak only as of the date they are made. The Company does not
assume any duty and do not undertake to update forward-looking statements.
Because forward-looking statements are subject to assumptions and
uncertainties, actual results or future events could differ, possibly
materially, from those that the Company anticipated in its forward-looking
statements and future results could differ materially from historical
performance. Factors that could cause or contribute to such differences
include, but are not limited to, the possibility: that expected benefits may
not materialize in the timeframe expected or at all, or may be more costly to
achieve; that the transaction may not be timely completed, if at all; that
prior to the completion of the transaction or thereafter, the Company’s or
Stephens Federal’s respective businesses may not perform as expected due to
transaction-related uncertainty, disruption in business during the pendency of
the transaction or other factors; that the parties are unable to successfully
implement integration strategies; that required regulatory approvals are not
obtained or other closing conditions are not satisfied in a timely manner or
at all; reputational risks and the reaction of customers to the transaction;
diversion of management time on merger-related issues.

Contact:

Oconee Federal Financial Corp.
Curtis T. Evatt, 864-882-2765
President
or
Stephens Federal Bank
Timothy J. Ash, 706-886-2111
President
 
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