Shareholders of Willow Grove Bancorp, Inc. and Chester Valley Bancorp Inc. Approve Merger
15 6월 2005 - 4:44AM
Business Wire
The merger of Chester Valley Bancorp Inc. (Nasdaq:CVAL) with and
into Willow Grove Bancorp, Inc. (Nasdaq:WGBC) was approved by
shareholders of both companies at special meetings held earlier
today. Pending the receipt of regulatory approvals, the merger is
expected to close during the third quarter of 2005. Under the terms
of the merger agreement, each outstanding share of CVAL common
stock will be converted into the right to receive either $27.90 in
cash or 1.4823 shares of WGBC common stock, at the election of the
holder, subject to an overall requirement that 64.76% of the total
outstanding CVAL common stock be exchanged for stock. Frederick A.
Marcell Jr., President and Chief Executive Officer of Willow Grove
Bancorp, stated "We are pleased that shareholders of both companies
have approved the merger and we look forward to serving our
communities with the combined resources of Willow Grove Bank and
First Financial Bank." Donna M. Coughey, President and Chief
Executive Officer of Chester Valley Bancorp, stated that "This
combination will provide significant benefits for our customers and
shareholders and I am looking forward to the implementation of all
of our merger planning efforts. The merger will result in a larger,
more diversified organization serving our combined markets in and
around Chester, Montgomery, Bucks and Philadelphia Counties,
Pennsylvania." Following the merger, Ms. Coughey will serve as
President and Chief Executive Officer of the combined company upon
Mr. Marcell's previously announced retirement. Willow Grove
Bancorp, Inc. is the holding company for Willow Grove Bank, a
federally chartered savings bank. Willow Grove Bank was founded in
1909 and conducts its business from its headquarters in Maple Glen,
Pennsylvania, with additional branch locations in Bustleton,
Dresher, Hatboro, Holland, Huntingdon Valley, North Wales,
Rhawnhurst, Roslyn Valley, Somerton, Southampton, Warminster (two)
and Willow Grove. Additional information is available at:
www.willowgrovebank.com. Chester Valley Bancorp Inc. is the parent
company of both First Financial Bank and Philadelphia Corporation
for Investment Services. First Financial Bank's executive offices
are located in Downingtown, Pennsylvania with additional branch
locations in Exton, Frazer, Thorndale, Westtown, Airport Village,
Brandywine Square, Devon, Kennett Square, Eagle, Coatesville,
Avondale and West Chester. Forward Looking Statements. A number of
the matters discussed in this message that are not historical or
current facts deal with potential future circumstances and
developments, in particular, information regarding the new company
and the expected merger of the two bank subsidiaries, First
Financial Bank and Willow Grove Bank, including expected synergies
resulting from that merger, combined operating and financial data,
future banking plans, future employee benefit plans, and whether
and when the transactions contemplated by the merger agreement will
be consummated. The discussion of such matters is qualified by the
inherent risks and uncertainties surrounding future expectations
generally, and also may materially differ from actual future
experience involving any one or more of such matters. Such risks
and uncertainties include: the failure to realize capital,
operating expense and other synergies; the result of the review of
the proposed merger by various regulatory agencies, and any
conditions imposed on the new company in connection with
consummation of the merger; satisfaction of various conditions to
the closing of the merger contemplated by the merger agreement; and
the risks that are described from time to time in Chester Valley
Bancorp's and Willow Grove Bancorp's respective reports filed with
the SEC, including each company's annual report on Form 10-K for
the year ended June 30, 2004 and quarterly report on Form 10-Q for
the quarters ended September 30 and December 31, 2004 and March 31,
2005. This message speaks only as of its date, and Chester Valley
Bancorp and Willow Grove Bancorp each disclaims any duty to update
the information herein. Additional Information and Where to Find
It. In connection with the proposed merger, a registration
statement on Form S-4 and an amendment thereto were filed with the
SEC and the registration statement became effective on April 27,
2005. CHESTER VALLEY BANCORP AND WILLOW GROVE BANCORP SHAREHOLDERS
ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY
STATEMENT/PROSPECTUS THAT IS PART OF THE REGISTRATION STATEMENT,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. The
final joint proxy statement/prospectus has been mailed to
shareholders of Chester Valley Bancorp and Willow Grove Bancorp.
Shareholders are able to obtain the documents free of charge at the
SEC's website, www.sec.gov, from Chester Valley Bancorp by calling
Joseph T. Crowley, or from Willow Grove Bancorp by calling
Christopher E. Bell.
Chester Valley Bancorp (NASDAQ:CVAL)
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Chester Valley Bancorp (NASDAQ:CVAL)
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