Spencer Savings Bank, SLA and Wawel Bank jointly announced today that they have entered into a definitive agreement and plan of merger pursuant to which Spencer will acquire Wawel Bank in an all-cash transaction valued at approximately $3.4 million, or $4.00 per publicly held share, subject to adjustment as provided for in the merger agreement.
Under the terms of the merger agreement, Wawel will merge into Spencer, with Spencer the surviving entity. The purchase price may be adjusted downward based upon (i) Wawel’s shareholder’s equity as of the day prior to the effective date of the merger and (ii) the level of Wawel’s deposits as of the effective date of the merger.
The agreement provides for a seamless and transparent transfer of deposits and loans from Wawel to Spencer. The merger has been approved by the Board of Directors of each bank and is anticipated to close in the first quarter of 2018, subject to regulatory approvals, the approval of the shareholders of Wawel and the members of Wawel Financial, MHC, its parent company, and other customary closing conditions.
José B. Guerrero, Chairman, President & CEO of Spencer Savings Bank, SLA stated, “The acquisition provides an opportunity to expand in two of our core markets, gain access to additional resources, products and support services, while enhancing our commitment to the community.”
Danuta Sieminski, Chief Executive Officer, Wawel Bank, expressed similar optimism, “We are excited to be joining an organization with a familiar commitment to customer relationships and community banking. Spencer’s values and management are a source of confidence that decisions will be rooted in the best interest of our depositors and community.”
Boenning & Scattergood, Inc. is serving as financial advisor to Spencer. Lock Lord LLP is serving as legal counsel to Spencer. Sandler O’Neill & Partners, L.P. served as financial advisor to Wawel and rendered a fairness opinion. Windels Marx Lane & Mittendorf, LLP is serving as legal counsel to Wawel.
About Spencer Savings Bank, SLA
Spencer Savings Bank, SLA, headquartered in Elmwood Park, New Jersey, is a full service, mutually owned and operated, community bank that has been serving its local communities with integrity and pride for over 75 years. The Bank, serving consumers and businesses, operates 21 branches across New Jersey. For additional information about Spencer Savings Bank, SLA, please visit http://www.spencersavings.com.
About Wawel Bank
Wawel Bank is a federally chartered savings bank headquartered in Garfield, New Jersey. The Bank opened for business in 1920 and currently operates two Bergen County full-service banking offices in Garfield and Wallington, New Jersey. Wawel Bank provides personal and business banking services to small businesses and consumers within the community it serves. For additional information about Wawel Bank, please visit http://www.wawelbank.com