| For Immediate Release
Contact: Frederick L. Hickman, President and CEO
(570) 344-6113
North Penn Bancorp, Inc. Announces Filing of
Registration Statement for Second-Step Conversion
Scranton, Pennsylvania, June 11, 2007 – North Penn Bancorp, Inc. (the “Company”) (OTCBB: NPEN), holding company for North Penn Bank (the “Bank”), announced that on June 8, 2007 New North Penn Bancorp, Inc., the proposed holding company for the Bank, filed a registration statement with the U.S. Securities and Exchange Commission to offer for sale shares of common stock in connection with the Bank’s previously announced “second-step conversion” pursuant to which the Bank will reorganize from the mutual holding company structure to the stock holding company structure.
New North Penn Bancorp expects to offer for sale between 935,000 and 1,265,000 shares of common stock (subject to a 15% increase to up to 1,454,750 shares) at a purchase price of $10.00 per share. The shares of common stock to be offered by New North Penn Bancorp represent approximately 53.7% of the Company’s common stock that is currently owned by North Penn Mutual Holding Company. At the conclusion of the conversion and offering, shareholders of the Company other than the North Penn Mutual Holding Company will receive shares of common stock of New North Penn Bancorp pursuant to an “exchange ratio” designed to preserve their aggregate percentage ownership interest. The exchange ratio will depend on the number of shares sold in the offering and will range from 1.2012 shares at the minimum of the offering range to 1.6251 shares at the maximum of the offering range (subject to increase to up to 1.8689 shares at the adjusted maximum of the offering range). The number of shares to be offered and the corresponding exchange ratios could change as a result of regulatory review or updates to the independent appraisal reflecting, among other things, changes in market conditions before or during the offering. At the conclusion of the conversion and offering, New North Penn Bancorp will be renamed “North Penn Bancorp, Inc.”
New North Penn Bancorp will offer shares of its common stock in a subscription offering first to depositors of the Bank with a qualifying deposit as of December 31, 2005, second to the Bank’s tax-qualified employee benefit plans and then to other depositors of the Bank as of dates to be determined. In addition, New North Penn Bancorp may offer any shares of common stock that are not subscribed for in the subscription offering to members of the general public in a syndicated offering or a direct community offering, with preference given first to persons residing in a county in which the Bank maintains an office and then to stockholders of the Company as of a date to be determined.
The conversion is subject to approval by the Bank’s depositors, the Company’s shareholders (including the approval of a majority of the shares held by persons other than North Penn Mutual Holding Company) and regulatory agencies.
Muldoon Murphy & Aguggia LLP is serving as special counsel to the Company for the conversion. Ryan Beck & Co., Inc. is serving as financial advisor and will act as selling agent on a “best efforts” basis.
You may obtain the registration statement free of charge from the Securities and Exchange Commission through its Web site, www.sec.gov.
North Penn Bank is headquartered in Scranton, Pennsylvania and operates through five banking offices in Scranton, Stroudsburg, Clarks Summit and Effort, Pennsylvania.
Registration statements relating to the securities proposed to be issued by New North Penn Bancorp have been filed with the U.S. Securities and Exchange Commission but have not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statements become effective. This press release is neither an offer to sell nor a solicitation of an offer to buy common stock. The offer is made only by the prospectus when accompanied by a stock order form. The shares of common stock of New North Penn Bancorp are not savings accounts or savings deposits, may lose value and are not insured by the Federal Deposit Insurance Corporation or any other government agency.
This press release contains certain forward-looking statements about the conversion and offering. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include delays in consummation of the plan of conversion and reorganization, difficulties in selling the conversion stock or in selling the conversion stock within the expected time frame, increased competitive pressures, changes in the interest rate environment, general economic conditions or conditions within the securities markets, and legislative and regulatory changes that could adversely affect the business in which the Company and the Bank are engaged.
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