Item 1.01 Entry into a Material Definitive Agreement.
On December 18, 2019, MSB Financial Corp. ("MSB Financial"), the parent company
of Millington Bank, entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Kearny Financial Corp. ("Kearny"), the parent company of Kearny
Bank, pursuant to which MSB Financial will merge with and into Kearny (the
"Merger"). As part of the transaction, Millington Bank will also merge with and
into Kearny Bank.
Subject to the terms and conditions of the Merger Agreement, upon consummation
of the Merger, each outstanding share of common stock of MSB Financial will be
automatically converted into and exchangeable for the right to receive either:
(i) $18 in cash (the "Cash Consideration"), or (ii) 1.3 shares of the Kearny's
common stock with cash being paid in lieu of fractional shares (the "Stock
Consideration" and, together with the Cash Consideration, the "Merger
Consideration"). The Merger Agreement provides that 90% of the outstanding
shares of MSB Financial common stock will be converted into Stock Consideration
and 10% of the outstanding shares of MSB Financial common stock will be
converted into Cash Consideration. Each shareholder of MSB Financial will be
entitled to elect the number of shares of MSB Financial common stock held by
such shareholder that will be exchanged for the Stock Consideration or the Cash
Consideration subject to proration in the event that a selected form of
consideration is over-elected.
The Merger Agreement contains customary representations, warranties and
covenants from both MSB Financial and Kearny. Among other covenants, MSB
Financial has agreed: (i) to convene and hold a meeting of its shareholders to
consider and vote upon the Merger, (ii) that, subject to certain exceptions, the
board of directors of MSB Financial will recommend the approval of the Merger
and the Merger Agreement by its shareholders, and (iii) not to (A) solicit
alternative third-party acquisition proposals or, (B) subject to certain
exceptions, conduct discussions concerning or provide confidential information
in connection with any alternative third-party acquisition proposal.
The transaction is subject to customary closing conditions, including the
receipt of regulatory approvals and approval of the Merger by the shareholders
of MSB Financial. The Merger Agreement contains provisions that provide for the
termination of the Merger Agreement in certain circumstances, and such
provisions may require MSB Financial to pay to Kearny a termination fee of
$3.54 million.
The Merger Agreement has been filed to provide security holders with information
regarding its terms. It is not intended to provide any other factual information
about MSB Financial, Kearny or their respective subsidiaries and affiliates. The
Merger Agreement contains representations and warranties by each of the parties
to the Merger Agreement. These representations and warranties were made solely
for the benefit of the other party to the Merger
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Agreement and (a) are not intended to be treated as categorical statements of
fact, but rather as a way of allocating risk to one of the parties if those
statements prove to be inaccurate, (b) may have been qualified in the Merger
Agreement by confidential disclosure schedules that were delivered to the other
party in connection with the signing of the Merger Agreement, which disclosure
schedules contain information that modifies, qualifies and creates exceptions to
the representations, warranties and covenants set forth in the Merger Agreement,
(c) may be subject to standards of materiality applicable to the parties that
differ from what might be viewed as material to shareholders and (d) were made
only as of the date of the Merger Agreement or such other date or dates as may
be specified in the Merger Agreement. Moreover, information concerning the
subject matter of the representations, warranties and covenants may change after
the date of the Merger Agreement, which subsequent information may or may not be
fully reflected in public disclosures by MSB Financial or Kearny. Accordingly,
you should not rely on the representations, warranties and covenants or any
descriptions thereof as characterizations of the actual state of facts or
condition of MSB Financial or Kearny.
In addition, each of the directors and named executive officers of MSB Financial
have entered into a Voting Agreement with Kearny pursuant to which each such
director and named executive officer has agreed to vote all shares of MSB
Financial common stock held by such individual in favor of the approval and
adoption of the Merger Agreement and the transactions contemplated thereby
(collectively, the "Voting Agreements"). A form of the Voting Agreements is
attached to the Merger Agreement as Exhibit A.
The foregoing summaries of the Merger Agreement and the Voting Agreements are
not complete and are qualified in their entirety by reference to the complete
text of such documents included in the Merger Agreement, and Exhibit A to the
Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form
8-K and incorporated herein by reference in its entirety.
Item 8.01 Other Events.
On December 18, 2019, MSB Financial and Kearny issued a joint press release
announcing the Merger Agreement. A copy of the press release is attached hereto
as Exhibit 99.1 and incorporated herein by reference.
In addition, Kearny intends to provide supplemental information regarding the
proposed transaction in connection with presentations to analysts and investors.
A copy of the supplemental information that will be made available in connection
with the investor presentation is attached hereto as Exhibit 99.2.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
2.1 Agreement and Plan of Merger by and between Kearny Financial Corp. and
MSB Financial Corporation, dated as of December 18, 2019
99.1 Joint Press Release, dated December 18, 2019
99.2 Investor Presentation dated December 19, 2019
Forward-looking Statements
Certain statements contained in this Current Report on Form 8-K may be
considered forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements may
include: statements regarding the Merger, the range of consideration of the
Merger and the ability of the parties to consummate the Merger. Forward-looking
statements are typically identified by words such as "believe," "expect,"
"anticipate," "intend," "outlook," "estimate," "forecast," "project," "pro
forma" 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.
Because forward-looking statements are subject to assumptions and uncertainties,
actual results or future events could differ, possibly materially, from those
that Kearny or MSB Financial 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, Kearny's and MSB Financial's respective businesses
may not perform as expected due to transaction-related uncertainty or other
factors; that the parties are unable to successfully implement integration
strategies; that required regulatory, shareholder or other approvals are not
obtained or other closing conditions are not satisfied in a timely manner or at
all; reputational risks and the reaction of the companies' customers to the
transaction; and diversion of management time on merger-related issues.
Additional factors that could cause actual results to differ materially from
those expressed in the forward-looking statements are discussed in Kearny's and
MSB Financial's reports (such as the Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities
and Exchange Commission (the "SEC") and available at the SEC's Internet website
(www.sec.gov). All subsequent written and oral forward-looking statements
concerning the proposed transaction or other matters attributable to Kearny or
MSB Financial or any person acting on their behalf are expressly qualified in
their entirety by the cautionary statements above. Except as required by law,
Kearny and MSB Financial do not undertake any obligation to update any
forward-looking statement to reflect circumstances or events that occur after
the date the forward-looking statement is made.
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Additional Information and Where to Find It
In connection with the proposed merger transaction, Kearny will file with the
SEC a Registration Statement on Form S-4 that will include a Proxy Statement of
MSB Financial, and a Prospectus of Kearny, as well as other relevant documents
concerning the proposed transaction. The Registration Statement and the Proxy
Statement/Prospectus, as well as other filings containing information about
Kearny and MSB Financial, may be obtained free of charge at the SEC's Internet
site (http://www.sec.gov). Investors and shareholders are urged to read the
Registration Statement and the Proxy Statement/Prospectus regarding the proposed
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.
Investors and shareholders are urged to carefully review and consider each of
Kearny's and MSB Financial's public filings with the SEC, including, but not
limited to, their Annual Reports on Form 10-K, their proxy statements, their
Current Reports on Form 8-K and their Quarterly Reports on Form 10-Q. The
documents filed by Kearny with the SEC may be obtained at the SEC's Internet
site (www.sec.gov). You will also be able to obtain these documents, free of
charge, from Kearny at www.kearnybank.com under the link "Investor Relations" or
by requesting them in writing to Kearny Financial Corp., 120 Passaic Avenue,
Fairfield, New Jersey 07004, Attention: Gail Corrigan. You will also be able to
obtain these documents, free of charge, from MSB Financial by accessing MSB
Financial's website at www.millingtonbank.com under the section "About Us-
Investor Relations" and under the heading "MSB Financial Corp."
Kearny and MSB Financial and certain of their directors and executive officers
may be deemed to be participants in the solicitation of proxies from the
shareholders of MSB Financial in connection with the proposed merger.
Information about the directors and executive officers of Kearny is set forth in
the proxy statement for Kearny's 2019 annual meeting of shareholders, as filed
with the SEC on a Schedule 14A on September 13, 2019. Information about the
directors and executive officers of MSB Financial is set forth in the proxy
statement for MSB Financial's 2019 annual meeting of shareholders, as filed with
the SEC on a Schedule 14A on April 18, 2019. Additional information regarding
the interests of those participants and other persons who may be deemed
participants in the transaction may be obtained by reading the Proxy
Statement/Prospectus regarding the proposed Merger when it becomes available.
Free copies of this document may be obtained, when available, as described in
the preceding paragraph.
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