| SCRANTON, PENNSYLVANIA March 30, 2005 – The Board of Trustees of North Penn Bank announced today that its proposed stock holding company, North Penn Bancorp, Inc. (the "Company"), has received approval from the Federal Deposit Insurance Corporation and Pennsylvania Department of Banking to commence its initial public stock offering, in connection with the reorganization of North Penn Bank into the mutual holding company form of organization. A registration statement relating to the sale of shares of common stock in the offering has been declared effective by the Securities and Exchange Commission.
Pursuant to a Plan of Mutual Holding Company Reorganization and Minority Stock Issuance, North Penn Bank will convert from a mutual savings bank into the mutual holding company corporate structure. The newly formed mutual holding company will own 53.9% of the Company’s outstanding shares of common stock, while investors in the offering will own 44.1% of the outstanding shares. Additionally, in connection with the reorganization, the Company will contribute 2% of the common stock issued in the reorganization to the North Penn Charitable Foundation. North Penn Bancorp, Inc. will own 100% of North Penn Bank.
The Company’s offering is based on an independent appraisal of the pro forma market value of the Company and North Penn Bank. The purchase price of common stock in the offering is $10.00 per share, and the offering range is between 636,863 and 861,638 shares (subject to a possible 15% increase).
Completion of the reorganization and related offering is subject to receipt of final approvals of the Federal Deposit Insurance Corporation, Pennsylvania Department of Banking and Federal Reserve Board. In addition to regulatory approval, the Plan of Mutual Holding Company Reorganization and Minority Stock Issuance must be approved by a majority of votes to be cast by depositors of North Penn Bank as of March 22, 2005. Formation of and contribution to the charitable foundation must also receive depositor approval, however the reorganization is not contingent on approval of the charitable foundation. Proxy materials relating to the proposals and stock offering materials will be mailed to eligible depositors of the Bank on or about April 6, 2005. The Company will open a Stock Information Center, which will be available to answer questions on April 11, 2005. The Center’s telephone number will be (570) 983-0240.
Ryan Beck & Co., Inc. serves as marketing agent with regard to the offering. Stevens & Lee, P.C., Scranton, Pennsylvania, is serving as counsel to North Penn Bank and Malizia Spidi & Fisch, PC, Washington D.C., is serving as counsel to Ryan Beck & Co., Inc. FinPro, Inc. performed the appraisal for North Penn Bank.
This news release contains certain forward-looking statements about the proposed minority stock issuance by North Penn Bancorp, Inc. These include statements regarding the proposed offering range and commencement date.
Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like "believe," "expect," "anticipate," "estimate" and "intend" or future or conditional verbs such as "will," "would," "should," "could" or "may." Certain factors that could cause actual results to differ materially from expected results include delays in the offering, changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that may adversely affect the business of North Penn Bank and changes in the securities markets.
This is neither an offer to sell nor a solicitation of an offer to buy the common stock. The offering is made only by the prospectus of North Penn Bancorp, Inc.
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