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Willimantic, Connecticut, August 30, 2013 — SI Financial Group, Inc. (Nasdaq: SIFI), the holding company for Savings Institute Bank and Trust Company, announced today the results of elections made by shareholders of Newport Bancorp, Inc. as to the form of consideration, and allocation of merger consideration, to be received in exchange for their shares of Newport Bancorp common stock resulting from the merger of Newport Bancorp with and into SI Financial.
Under the terms of the merger agreement, 50% of the shares of Newport Bancorp common stock will be converted into SI Financial common stock and 50% will be converted into cash. Newport Bancorp’s shareholders were given the option to receive either 1.5129 shares of SI Financial common stock or $17.55 in cash for each share of Newport Bancorp common share owned, subject to proration to ensure that in the aggregate 50% of the Newport Bancorp shares will be converted into SI Financial common stock.
Of the 3,547,372 shares of Newport Bancorp common stock outstanding as of the election deadline on August 23, 2013, 819,759 shares elected to receive SI Financial common stock, 2,231,272 shares elected to receive cash, and 496,341 shares did not make a valid election.
Based on the final election results and applying the adjustment, election and allocation procedures set forth in the merger agreement, Newport Bancorp shareholders who made valid elections to receive the stock consideration will receive stock consideration for 100% of their shares subject to such election. Newport Bancorp shareholders who failed to make a valid election also will receive stock consideration for 100% of their shares. Newport Bancorp shareholders who made valid elections to receive the cash consideration will receive 0.3103 of SI Financial common stock and $13.95 in cash for each share of Newport Bancorp owned.
No fractional shares of SI Financial common stock will be issued. Instead, Newport Bancorp shareholders will receive cash in lieu of fractional shares based on the average closing price of SI Financial common stock for the five consecutive trading days ending on the third business day before the closing date.
SI Financial currently anticipates that the merger will close on September 6, 2013, subject to satisfaction of customary conditions to closing. It is anticipated that the merger consideration will be issued to Newport Bancorp shareholders who submitted a properly completed election form promptly after the close of the merger. A letter of transmittal will be sent to all remaining former Newport Bancorp shareholders of record after the close of the merger.
Please call SI Financial’s transfer agent, Registrar and Transfer Company, at 1-800-368-5948 for information regarding individual allocation results.
About SI Financial Group, Inc.
SI Financial Group, Inc. is the holding company for Savings Institute Bank and Trust Company. Established in 1842, the Savings Institute Bank and Trust Company is a community-oriented financial institution headquartered in Willimantic, Connecticut. Through its twenty branch locations, the Bank offers a full-range of financial services to individuals, businesses and municipalities within its market area.
This news release contains forward-looking statements. These forward-looking statements may include: the expected timing of the completion of the transaction; and the ability to complete the transaction. 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. SI Financial does not assume any duty and does 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 SI 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 the transaction may not be timely completed, if at all; that prior to the completion of the transaction or thereafter; that required regulatory, shareholder or other approvals are not obtained or other closing conditions are not satisfied in a timely manner or at all; and those factors and risks referenced from time to time in SI Financial’s filings with the Securities and Exchange Commission. For any forward-looking statements made in this press release or in any documents, SI Financials claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Contact Information Rheo A. Brouillard
President and Chief Executive Officer