Item 2.01. Completion of Acquisition or Disposition of Assets.
On May 28, 2021, Standard AVB Financial Corp. (the "Company") completed its
previously announced merger with Dollar Mutual Bancorp ("Dollar"), a mutual
holding company, pursuant to the Agreement and Plan of Merger, dated as of
September 24, 2020 (the "Merger Agreement"), by and among Dollar, Dollar
Acquisition Sub, Inc. ("Merger Sub") and the Company, pursuant to which Merger
Sub, a wholly owned subsidiary of Dollar, merged with and into the Company, with
the Company as the surviving corporation (the "Merger"). Immediately following
the Merger, the Company was merged with and into Dollar, with Dollar continuing
as the surviving corporation. Pursuant to the Merger Agreement, at the effective
time of the Merger, each outstanding share of Company common stock, except for
shares held by (i) the Company or Dollar (other than shares held in a fiduciary
capacity or in satisfaction of a debt previously contracted), and (ii) shares
remitted to the Company prior to the effective time of the Merger for repayment
of a loan made to Standard Bank's Employee Stock Ownership Plan, were converted
into the right to receive from Dollar $33.00 in cash, without interest (the
"Merger Consideration"). In addition, each share of unvested Company restricted
stock fully vested and was converted into the right to receive the Merger
Consideration. Each outstanding stock option for Company common stock, whether
vested or unvested, was cancelled and converted into the right to receive a cash
payment equal to (i) the number of Company shares subject to the option, times
(ii) the difference between the Merger Consideration and the per share exercise
price of the stock option.
The foregoing description of the transactions contemplated by the Merger
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Merger Agreement, which was attached as Exhibit 2.1 to the
Company's Current Report on Form 8-K filed on September 25, 2020, which is
incorporated into this Item 2.01 by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the closing of the Merger, the Company notified the Nasdaq
Stock Market ("Nasdaq") that the Merger was expected to close on May 28, 2021
and requested that trading in the Company common stock be suspended and that the
Company common stock be withdrawn from quotation on Nasdaq as of close of
business on May 28, 2021. Upon the consummation of the Merger and the final
approval by Nasdaq, the Company common stock will no longer be traded on Nasdaq,
and price quotations with respect to the Company common stock in the public
market will no longer be available. The Company has also requested that Nasdaq
file a notification of removal from listing of the Company common stock on Form
25 with the SEC.
The Company intends to file with the SEC a certification on Form 15 under the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), to request
the termination of the registration of the Company common stock under Section
12(g) of the Exchange Act and the suspension of the Company's reporting
obligations under Sections 13 and 15(d) of the Exchange Act as promptly as
possible.
The information set forth in Item 2.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.01.
Item 3.03. Material Modification to the Rights of Security Holders.
As a result of the Merger, each holder of the Company common stock ceased to
have any rights as a stockholder of the Company other than the right to receive
the Merger Consideration as set forth in the Merger Agreement.
The information set forth in Items 2.01 and 3.01 of this Current Report on Form
8-K is incorporated by reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant.
Upon completion of the Merger, Merger Sub merged with and into the Company, with
the Company as the surviving corporation.
The information set forth in Items 2.01 and 3.01 of this Current Report on Form
8-K is incorporated by reference herein.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Upon completion of the Merger, the Company's directors and executive officers
ceased serving in such capacities.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As of the effective time of the Merger, the Articles of Incorporation and the
Bylaws of the Company ceased to be in effect by operation of law and the
organizational documents of Merger Sub became the Articles of Incorporation and
Bylaws of the surviving corporation in accordance with the terms of the Merger
Agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
2.1 Agreement and Plan of Merger, dated September 24, 2020, by and among
Dollar Mutual Bancorp, Standard AVB Financial Corp., and Dollar
Acquisition Sub, Inc. (incorporated herein by reference to Exhibit 2.1
to Standard AVB Financial Corp.'s Current Report on Form 8-K filed on
September 25, 2020)
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