Under the terms of the merger agreement, Wawel Bank will merge into United Roosevelt, with United Roosevelt the surviving entity, to be followed by the merger of Wawel MHC, which owns 60.8% of Wawel Bank’s outstanding common stock, into United Roosevelt, MHC, the holding company for United Roosevelt, with United Roosevelt, MHC as the surviving entity.

 In the mergers, all of the outstanding shares of Wawel Bank’s common stock will be cancelled, and all Wawel Bank stockholders other than Wawel MHC will be entitled to a payment of $5.25 per share in cash paid by United Roosevelt.

The purchase price may increase or decrease based on Wawel Bank’s adjusted consolidated stockholders’ equity capital as of two days prior to the effective date of the merger. As Wawel MHC has no shareholders, no additional merger consideration will be paid to third parties.

In the mergers, depositors of Wawel Bank will become depositors of United Roosevelt, and will have the same rights and privileges in United Roosevelt, MHC as if their accounts had been established in United Roosevelt on the date established at Wawel Bank.

The mergers have been approved by each company's board of directors and are anticipated to close in the first quarter of 2017, subject to regulatory approvals, the approval of the shareholders of Wawel Bank and the members of Wawel MHC, and other customary closing conditions.

Background on Wawel Bank

Headquartered in Garfield, New Jersey, Wawel Bank currently operates two full-service banking centers located in Garfield and Wallington, New Jersey, with total assets of approximately $73.0 million, including $51.3 million in total gross loans and total deposits of approximately $65.0 million as of June 30, 2016.

Transaction Highlights

Following the transaction, United Roosevelt will have approximately $163.1 million in total assets, $122.3 million in loans and $145.1 million in deposits, with three branches serving the Middlesex County and Bergen County, New Jersey markets.

The mergers are expected to be accretive to United Roosevelt’s earnings in the first year after the acquisition closes.

Management Commentary

Kenneth R. Totten, President and CEO of United Roosevelt, stated, “This acquisition provides United Roosevelt with an excellent opportunity to expand in a strong northern New Jersey market. It provides a great opportunity to combine two community banks that share a deep commitment to their local markets.

“We believe that United Roosevelt will provide Wawel Bank customers with additional resources in the form of larger lending capacity, and additional products and support. We look forward to joining forces with Wawel Bank’s employees and customers and together growing our combined institution.”

George E. Niemczyk, President and CEO of Wawel Bank, echoed those comments stating, “We are very excited to be partnering with such a growing, well-managed organization as United Roosevelt. We each have a similar hometown customer relationship focus that we believe will mesh well together under the banner of a much larger combined banking institution. I am confident that decisions will continue to be made locally by bankers with a vested interest in our communities.”

P&G Associates served as financial advisor to United Roosevelt. Stevens & Lee is serving as legal counsel to United Roosevelt. Sandler O’Neill & Partners, L.P. served as financial advisor to Wawel Bank and rendered a fairness opinion. Windells Marx Lane & Mittendorf, LLP is serving as legal counsel to Wawel Bank.