Poage Bankshares, Inc. and Town Square Financial Corporation Announce
the Signing of a Definitive Merger Agreement
October 21, 2013 Poage Bankshares, Inc. (NASDAQ: PBSK, “Poage”), Ashland, KY, the parent company of Home Federal Savings and Loan Association (“Home Federal”), Ashland, KY, today announced the signing of a definitive agreement to acquire Town Square Financial Corporation (“Town Square”), Ashland, KY, the holding company for Town Square Bank. The combined company will have over $450 million in assets, create the sixth largest bank within the Ashland, KY MSA in total deposits and operate 10 banking offices.
“We are very pleased to welcome Town Square to the Poage family,” said Gene Coffman, President and Chief Executive Officer of Poage Bankshares, Inc.. “Both of our franchises have strong community-based banking cultures, excellent customer service and heavy community involvement. This combination will help us grow our bank by effectively deploying some of our capital in our local market to build shareholder value.”
The merger agreement provides that shareholders of Town Square will have the right to elect to receive 2.3289 shares of Poage common stock or $33.86 in cash for each share of Town Square common stock owned, subject to 55% of the aggregate consideration being in Poage stock and 45% in cash. The transaction is valued at approximately $14.7 million, or a price per share to Town Square common stockholders of $33.86. As of September 30, 2013, the transaction value represents 104% of Town Square tangible book value and 13.3 times Town Square’s last twelve months earnings.
The transaction is expected to be completed in the 1st or 2nd quarter of 2014, subject to the affirmative vote of Town Square shareholders, regulatory approval, and other customary conditions.
The transaction is expected to be more than 70% accretive to earnings in the first full-year of combined operations. We expect the initial tangible book value dilution to be earned back in less than 4 years as a result of the substantial accretion to earnings. Additionally, we estimate an internal rate of return above 17% on our investment. Capital levels will remain strong with a pro forma 13.5% tangible common equity to tangible asset ratio and a pro forma 18.7% tier 1 capital ratio. The combined company will have significant operating scale and strong competitive positioning within the Kentucky market.
Bruce VanHorn, President and Chief Executive Officer of Town Square commented, “We are very excited to join forces with a premier community bank such as Home Federal. This merger is the combination of two high quality organizations with similar philosophies, cultures and core values. We feel the transaction will provide significant benefits to our customers, shareholders and the communities we serve and support.”
As of market close on October 18, 2013, Poage’s stock price was $13.65 per share. In addition, Poage announced earlier this week an increase in its quarterly dividend to $0.05 per share.
The Company also announced that it would conduct a stock repurchase program promptly following the release of its financial results for the quarter ended September 30, 2013, subject to applicable regulatory restrictions.
Sheshunoff & Co. served as financial advisor to Town Square Financial Corporation and rendered a fairness opinion to the company’s board of directors in this transaction. Town Square Financial Corporation’s legal advisor was Hunton & Williams LLP.
Keefe, Bruyette & Woods, Inc. served as financial advisor to Poage Bankshares, Inc. and rendered a fairness opinion to the company’s board of directors in this transaction. Luse Gorman Pomerenk & Schick, P.C. served as legal advisor to Poage Bankshares, Inc.
Forward Looking Statements
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as "may," "will," "expect," "intend," "anticipate," "believe," "estimate," "plan," "project," "could," "should," "would," "continue," "seek," "target," "guidance," "outlook," "forecast," and other similar words. These forward-looking statements are based upon Poage Bankshares, Inc.'s current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and timing of certain events to differ materially from the information in the forward-looking statements.
In addition to risk factors identified by Poage Bankshares, Inc. in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on December 19, 2012, the following factors could cause the actual results to differ materially from Poage Bankshares, Inc.'s expectations: failure to satisfy the conditions to closing for the proposed merger in a timely manner or at all; failure of Town Square Financial Corporation’s stockholders to approve the proposed merger; failure to obtain the necessary governmental approvals for the proposed merger or adverse regulatory conditions in connection with such approvals; disruption to the parties' businesses as a result of the announcement and pendency of the transaction; difficulties related to the integration of the businesses following the merger; competitive pressures among depository and other financial institutions; changes in the interest rate environment; and changes in economic conditions, either nationally or regionally. Poage Bankshares, Inc. does not assume any duty to update any forward-looking statements made in this press release to reflect new information, future events or otherwise.
Poage Bankshares, Inc. will file a registration statement on Form S-4 containing a prospectus and other documents regarding the proposed transaction with the Securities and Exchange Commission. Town Square Financial Corporation stockholders and investors are urged to read the prospectus when it becomes available, because it will contain important information about Poage Bankshares, Inc. and Town Square Financial Corporation. When available, copies of the prospectus may also be obtained free of charge at the Securities and Exchange Commission's website at http://www.sec.gov, or by directing a request to Poage Bankshares, Inc., Attention: Corporate Secretary, 1500 Carter Avenue, Ashland, Kentucky, 41101, or on its website at http://www.hfsl.com under the Investor Relations tab.
HOME FEDERAL SAVINGS AND LOAN ASSOCIATION, ASHLAND, KENTUCKY ANNOUNCES THE RETIREMENT OF CO-PRESIDENTS DARRYL E. AKERS AND ROBERT S. CURTIS AND THE APPOINTMENT OF GENE COFFMAN AS PRESIDENT AND CHIEF EXECUTIVE OFFICER
Ashland, Kentucky, May 1, 2012: Poage Bankshares, Inc. (PBSK - NASDAQ) (the "Company"), the holding company of Home Federal Savings and Loan Association ("Home Federal"), announced today that Co-Presidents and Co-Chief Executive Officers Darryl E. Akers and Robert S. Curtis are retiring from the Company and the Association effective December 31, 2012. Commencing on May 1, 2012, Ralph E. Coffman, Jr. will serve as President and Chief Executive Officer of Home Federal and the Company and Messrs. Akers and Curtis will serve as full time Executive Consultants to the President and the Boards of Home Federal and the Company.
The Boards of the Company and Home Federal accepted the resignations on retirement of Messrs. Akers and Curtis and thanked both of them for their years of service and leadership. "Darryl and Bob have worked long and hard to make Home Federal a strong institution during some very difficult regulatory, operating and economic environments." said J. Thomas Rupert, Chairman of the Board on behalf of the Board of Directors.
"When Darryl joined Home Federal in 1973, it was a tiny mutual thrift with only $24 million in assets. When Bob joined Home Federal in 2007, although we had grown significantly, we were still a mutual thrift with a simple balance sheet. Under Darryl's and Bob's leadership, we have significantly expanded our financial products in order to better serve our customers. During the last five years alone, we introduced internet and mobile banking, significantly expanded our commercial lending, effected a change to a public company and more than doubled our capital. We couldn't have accomplished this without Darryl and Bob and thank them for their dedication and service."
The Boards of Home Federal and the Company have appointed Ralph E. "Gene" Coffman, Jr. to serve as President and Chief Executive Officer of the Company and the Association effective May 1, 2012. Mr. Coffman has over 25 years of executive management experience in the financial services industry and had leadership positions in numerous community banks, including WesBanco Bank, Oak Hill Banks, FSG Bank and Towne Bank. Mr. Rupert indicated "We are extremely excited to have Gene join the Home Federal family. He has deep experience in community banking including commercial lending and public company operations, two areas that will be a focus in the future. We feel extremely fortunate to have him on our team."
Addressing the change in management, Mr. Akers, said that "Bob and I have worked closely to build Home Federal into a strong institution and we are glad to know that it will be in good hands after our retirement. Gene is a smart guy and a quality person and I am certain he will have a big impact on this institution and our community as he assumes his new role." Mr. Akers continued "I have worked most of my adult life at Home Federal and will be pleased to continue serving as a director following my retirement at year end."
Mr. Curtis indicated "I would like to thank Home Federal's board, its employees, its customers and the community for the opportunity to serve over the last 6 years. I look forward to continuing my service as a director following my retirement at year end."
"I look forward to building upon the many successes achieved by my predecessors," said Mr. Coffman. "Home Federal is well positioned to continue implementing its strategic plan and to perform competitively in this market. I look forward to working with the Boards and entire staff of Home Federal and its holding company, Poage Bancshares, to generate growth and increase shareholder value."
Mr. Coffman most recently served as Interim Chairman and Chief Executive Officer of FSG Bank, N.A., in Chattanooga, Tennessee. From 2007 through 2009, Mr. Coffman served as President of the State of Ohio Retail and Commercial Banking Operations for WesBanco Bank, a $5.5 billion commercial bank operating in our region. From 1996 through 2007, Mr. Coffman served as President and Chief Executive Officer of Oak Hill Financial, Inc., the holding company of Oak Hill Banks, located in Southern Ohio. Mr. Coffman holds a Bachelors in Business Administration and Accounting from Franklin University and graduated from the Ohio School of Banking, the Ohio Commercial Lending School of Banking and the National Institute of Consumer Lending. Mr. Coffman has also served as the Chairman of the Community Bankers Association of Ohio and a State Director for the Independent Community Bankers of America.
Home Federal Savings and Loan Association, originally chartered in 1889, is a community financial institution serving Boyd, Greenup and Lawrence Counties in Kentucky and Lawrence and Scioto Counties in Ohio. Poage Bankshares, Inc, formed in 2011, serves as its holding company.
Forward Looking Statements
This press release may contain certain forward-looking statements which are based on management's current expectations regarding economic, legislative and regulatory issues that may impact Poage Bankshares, Inc.'s earnings in future periods. Factors that could cause future results to vary materially from current management expectations include, but are not limited to, general economic conditions, changes in interest rates, deposit flows, real estate values and competition, changes in accounting principles, policies or guidelines, changes in legislation or regulation and other economic, competitive, governmental, regulatory and technological factors affecting operations, pricing, products and services.
POAGE BANKSHARES, INC. ANNOUNCES Initial Quartlerly Cash Dividend
Ashland, Kentucky, January 17, 2012: Poage Bankshares, Inc. (NASDAQ Capital: PBSK) today announced that its Board of Directors declared an initial quarterly cash dividend of $.04 per common share. The dividend will be paid on or about February 14, 2012, to stockholders of record as of the close of business on January 30, 2012. This is the first cash dividend for the Company since the completion of its initial public offering on September 12, 2011.
"We are pleased to begin paying a cash dividend to our shareholders," said Tom Rupert, Chairman of the Board of the Company. "The payment of dividends represents our long-term commitment to enhancing shareholder value and we intend to continue paying a quarterly dividend in the future, subject to our future financial position, needs and requirements."
Founded in 1889, Home Federal Savings and Loan Association ("Home Federal") is a federally-chartered savings and loan association that operates six full service locations serving Boyd, Greenup and Lawrence Counties in northeastern Kentucky and Lawrence and Scioto Counties in southeastern Ohio. As a community-oriented savings and loan association, Home Federal offers a variety of deposit and loan products to individuals and small businesses. Poage Bankshares, Inc. is a Maryland corporation that was formed in 2011 to be the holding company of Home Federal in connection with the conversion of Home Federal from the mutual to the stock form of ownership. Investors may obtain additional information about Poage Bankshares, Inc. and Home Federal on the internet at www.hfsl.com, under Investor Relations.
POAGE BANKSHARES, INC. ANNOUNCES Completion Date for Conversion and Stock Offering
Ashland, Kentucky, September 2, 2011: Poage Bankshares, Inc. (the “Company”), the proposed holding company for Home Federal Savings and Loan Association (the “Association”), announced today that on August 24, 2011, the Association’s members approved the plan of conversion pursuant to which the Association will convert to the stock holding company form of organization. The Company expects that the conversion will close on September 12, 2011, and that shares of Poage Bankshares, Inc. common stock will begin trading on September 13, 2011, on the NASDAQ Capital Market under the symbol “PBSK.”
Poage Bankshares, Inc. expects to sell 3,372,375 shares of its common stock at $10.00 per share for gross proceeds of $33,723,750.
The Board of Directors, Officers and Employees of Home Federal Savings and Loan Association express their gratitude for the overwhelming support for the offering by their customers and look forward to serving the needs of their customers and stockholders in the future.
The Company’s offering was oversubscribed by eligible account holders of Home Federal Savings and Loan Association, i.e., depositors having eligible accounts as of September 30, 2009. Accordingly, eligible account holders will have valid orders filled in accordance with the allocation procedures described in the prospectus and set forth in the Association’s plan of conversion. The order for the Association’s tax-qualified Employee Stock Ownership Plan will also be filled in full. Other depositors and borrowers will not have their orders filled.
If you are an eligible account holder, i.e., a depositor having an eligible account as of September 30, 2009, and would like to confirm your allocation, allocation information will be available online at https://allocations.kbw.com, beginning at 9:00 a.m. Eastern Time on September 6, 2011. You may also contact the Conversion Center at (877) 860-2094, which will be open from 9:00 a.m. until 5:00 p.m., Eastern Time, on September 6, 2011 and September 7, 2011 for this purpose. Stock certificates and subscription refunds will be processed promptly after the close of the transaction.
Home Federal Savings and Loan Association is a federally chartered savings association headquartered in Ashland, Kentucky. The Association provides financial services primarily to individuals, families and businesses through its six full-service banking offices located in Boyd, Greenup and Lawrence Counties in Kentucky. Situated within the tri-state area, Home Federal's market area includes neighboring counties Lawrence and Scioto in Ohio, and Cabell and Wayne counties in West Virginia.
This 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. The shares of common stock are not savings accounts, may lose value and are not insured by the Federal Deposit Insurance Corporation or any government agency.
This news release contains certain forward-looking statements about the proposed stock offering of Poage Bankshares, Inc. These include statements regarding the anticipated completion date of the conversion and stock offering and the trading market for the shares of common stock.
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 receipt of an updated appraisal, the necessary regulatory approvals and consummation of the conversion and offering, changes in general economic conditions, changes in the interest rate environment, legislative and regulatory changes, changes in the securities markets and changes in consumer spending, borrowing and savings habits.