Beneficial Mutual Bancorp, Inc. to Acquire SE Financial Corp.
Beneficial Mutual Bancorp, Inc. ("Beneficial") (NASDAQGS: BNCL), the
holding company for Beneficial Mutual Savings Bank ("Beneficial
Bank"), and SE Financial Corp. ("SE Corp") (Pink Sheets: SEFL),
the holding company for the St.
Edmond's Federal Savings Bank ("St. Edmond's"), announced today the
signing of a definitive merger agreement pursuant to which shares of SE
Corp will be exchanged for the right to receive $14.50 in cash per
share, and St. Edmond's will be merged into Beneficial Bank. The
transaction is valued at approximately $30.6 million.
St. Edmond's assets totaled $303 million at September 30, 2011, and it
operates 5 banking offices in the greater Philadelphia area. The
transaction, approved by the boards of directors of both companies, will
enhance Beneficial's already strong presence in southeastern
Pennsylvania, and will increase market share in the Philadelphia and
Delaware counties. Additionally, the merger will give Beneficial
branches in Roxborough, PA and Deptford, NJ.
Gerry Cuddy, Chairman and Chief Executive Officer of Beneficial, said,
"This merger with SE Corp demonstrates Beneficial's commitment to growth
in the Philadelphia market. Beneficial Bank and St. Edmond's have both
been in the Philadelphia area for over 100 years. Combining our two
well-established and well-respected companies will create an enhanced
community banking franchise that is better positioned to serve our
customers, our employees and our communities."
Mr. Cuddy added, "We look forward to working with SE Corp's talented
management team and employees to fulfill our mission of helping our
customers do the right thing financially."
Marcy C. Panzer, Chairman of SE Corp, said, "We are excited to be
joining Beneficial, a company that has served the Philadelphia market
for generations. Both Beneficial and SE Corp share similar values and a
common commitment to local decision making, exceptional personal service
and community support. Our merger with Beneficial will allow us to
deepen our customer relationships and provide access to a wide array of
products, services, and locations."
Pamela Cyr, President and Chief Executive Officer, added, "We recognize
and are grateful for the contributions our employees have made to our
success. Beneficial's culture and focus on the importance of their
employees is consistent with our philosophy and will drive the future
growth of the combined company."
The transaction is expected to be completed in the second quarter of
2012 subject to normal banking regulatory and SE Corp shareholder
approval. Under the terms of the agreement Ms. Panzer will be appointed
to the Board of Directors of Beneficial and Beneficial Bank.
Beneficial expects the transaction to be immediately accretive to EPS in
2012, excluding one-time costs, and will result in approximately 1.7%
dilution to fully-converted tangible book value at closing.
Certain company information regarding Beneficial and SE Corp as of
September 30, 2011 is set forth below.
Beneficial was advised in this transaction by the investment banking
firm of Sandler O'Neill + Partners, L.P., as well as the law firm of
Stradley Ronon Stevens & Young, LLP. SE Corp was advised by the
investment banking firm of FinPro, Inc. and the law firm of Malizia
Spidi & Fisch, PC.
About Beneficial Mutual Bancorp, Inc.
Beneficial is a community-based, diversified financial services company
providing consumer and commercial banking services. Its principal
subsidiary, Beneficial Bank, has served individuals and businesses in
the Delaware Valley area since 1853. Beneficial is the oldest and
largest bank headquartered in Philadelphia, Pennsylvania, with 60
offices in the greater Philadelphia and South New Jersey regions.
Insurance services are offered through the Beneficial Insurance
Services, LLC and wealth management services are offered through the
Beneficial Advisors, LLC, both wholly owned subsidiaries of the
Beneficial Bank. For more information about the Beneficial Bank and
Beneficial, please visit www.thebeneficial.com.
About SE Financial Corp.
SE Financial Corp. is the holding company for St. Edmond's Federal
Savings Bank, a federally chartered stock savings institution with five
Neighborhood Banking Offices serving South Philadelphia, Roxborough,
Ardmore and Drexel Hill, Pennsylvania and Deptford, New Jersey. SE
Financial Corp. is incorporated under the laws of the Commonwealth of
Pennsylvania and its executive offices are located at 1901-03 East
Passyunk Avenue, Philadelphia, Pennsylvania 19148. For any
questions regarding SE Financial Corp. please contact Pamela M. Cyr at
(215) 468-1700. For more information about SE Corp. and St. Edmond's,
please visit www.stedmondsfsb.com.
Forward Looking Statements
This press release contains "forward-looking" statements as defined in
the Private Securities Litigation Reform Act of 1995, which are based on
Beneficial's and SE Corp's current expectations, estimates and
projections about future events. This includes statements regarding the
timing of the merger completion, the business plans and integration
efforts once the transaction is complete, Beneficial's ability to expand
its services and realize growth and efficiencies through the acquisition
of SE Corp, Beneficial's expectations regarding the internal rate of
return on the acquisition, merger-related expenses and the impact of the
transaction on Beneficial's earnings, market share and capital position.
These statements are not historical facts or guarantees of future
performance, events or results. Such statements involve potential risks
and uncertainties, such as whether the merger will be approved by the
shareholders of Beneficial and SE Corp or by regulatory authorities,
whether each of the other conditions to closing set forth in the merger
agreement will be met, Beneficial's ability to integrate SE Corp as
planned and the general effects of financial, economic, regulatory and
political conditions affecting the banking and financial services
industries. Accordingly, actual results may differ materially. Neither
Beneficial nor SE Corp undertake any obligation to publicly update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise. For additional factors that may
affect future results, please see filings made by Beneficial with the
Securities and Exchange Commission ("SEC"), including its Annual Report
on Form 10-K for the year ended December 31, 2010, and Quarterly Report
on Form 10-Q for the quarter ended September 30, 2011.
Beneficial Mutual Bancorp, Inc.
Thomas D. Cestare
Vice President and Chief Financial Officer
Source: Beneficial Mutual Bancorp, Inc.
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