Item 8.01. Other Events.
On May 20, 2020, MSB Financial Corp. ("MSBF") and Kearny Financial Corp.
("KRNY") issued a joint press release to announce that the deadline by which
shareholders of MSBF must properly submit election materials to Computershare
Trust Company, N.A., the exchange agent for the merger, has been extended to
5:00 p.m., Eastern Time, on June 15, 2020. A copy of the press release is filed
herewith as Exhibit 99.1, and is incorporated in its entirety by reference
herein.
Forward Looking Statements
This communication contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements include, but are not limited to, statements about (i) the benefits of
the merger between KRNY and MSBF, including anticipated future results, cost
savings and accretion to reported earnings that may be realized from the merger;
(ii) KRNY and MSBF's plans, objectives, expectations and intentions and other
statements contained in this presentation that are not historical facts; and
(iii) other statements identified by words such as "expects," "anticipates,"
"intends," "plans," "believes," "seeks," "estimates" or words of similar
meaning. Annualized, pro forma, projected and estimated numbers are used for
illustrative purpose only, are not forecasts and may not reflect actual results.
Forward-looking statements involve risks and uncertainties that may cause actual
results to differ materially from those in such statements. The following
factors, among others, could cause actual results to differ materially from the
anticipated results expressed in the forward-looking statements: the businesses
of KRNY and MSBF may not be combined successfully, or such combination may take
longer than expected; the cost savings from the merger may not be fully realized
or may take longer than expected to be realized; operating costs, customer loss
and business disruption following the merger may be greater than expected;
governmental approvals of the merger may not be obtained, or adverse regulatory
conditions may be imposed in connection with governmental approvals of the
merger or otherwise; the stockholders of MSBF may fail to approve the merger;
the interest rate environment may further compress margins and adversely affect
new interest income; the risks associated with continued diversification of
assets and adverse changes to credit quality; and difficulties associated with
achieving expected future financial results. Additional factors that could cause
actual results to differ materially from those expressed in the forward-looking
statements are discussed in KRNY's and MSBF'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 KRNY or MSBF or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above. Except as
required by law, KRNY and MSBF 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
This communication refers to the proposed merger between KRNY and MSBF. This
material is not a solicitation of any vote or approval of stockholders of MSBF
and is not a substitute for the proxy statement/prospectus or any other
documents MSBF may send to its shareholders in connection with the proposed
merger. This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities.
Investors and stockholders are urged to carefully review and consider each of
KRNY's and MSBF'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
KRNY 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 KRNY
at www.kearnybank.com under the tab "About" under "Investor Relations" or by
requesting them in writing to Kearny Financial Corp., 120 Passaic Avenue,
Fairfield, New Jersey 07004, Attention: Gail Corrigan, or from MSBF
at www.millingtonbank.com under the tab "About Us" under "Investor Relations" or
by requesting them in writing to MSB Financial Corp., 1902 Long Hill Rd,
Millington, NJ 07946 Attention: Nancy Schmitz.
In connection with the proposed merger, KRNY has filed with the SEC a
registration statement on Form S-4 that includes a proxy statement of MSBF and a
prospectus of KRNY, as well as other relevant documents concerning the proposed
merger. Investors and stockholders are urged to carefully read the entire
registration statement and proxy statement 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. Copies of the registration statement and proxy
statement/prospectus and the filings that will be incorporated by reference
therein, as well as other filings containing information about KRNY and MSBF,
when they become available, may be obtained at the SEC's Internet site
(www.sec.gov). Free copies of these documents may be obtained as described in
the preceding paragraph. MSBF and KRNY and certain of their respective directors
and executive officers may be deemed to be participants in the solicitation of
proxies from the stockholders of KRNY and MSBF in connection with the proposed
merger. Information about the directors and executive officers of KRNY is set
forth in the proxy statement for the KRNY 2019 annual meeting of stockholders,
as filed with the SEC on Schedule 14A on September 13, 2019. Information about
the directors and executive officers of MSBF is set forth in the proxy
statement/prospectus for the MSBF special meeting of stockholders, as filed with
the SEC on April 22, 2020. Additional information regarding the interests of
those participants and other persons who may be deemed participants in the
transaction and a description of their direct and indirect interests, by
security holdings or otherwise, may be obtained by reading the proxy
statement/prospectus and other relevant documents regarding the proposed merger
to be filed with the SEC when they become available. Free copies of these
documents may be obtained as described above.
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Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Description
99.1 Press Release dated May 20, 2020
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