FAIRFIELD, N.J. and CLIFTON, N.J., Nov. 01, 2017 (GLOBE NEWSWIRE) -- Kearny Financial Corp. (Nasdaq:KRNY), the
holding company for Kearny Bank (“Kearny”), and Clifton Bancorp Inc. (Nasdaq:CSBK), the holding company for Clifton Savings Bank
(“CSBK”), announced today that the companies have entered into a definitive agreement pursuant to which Kearny will acquire CSBK in
an all-stock transaction. The definitive agreement has been unanimously approved by the Boards of Directors of both
companies. Under the terms of the agreement, CSBK will merge with and into Kearny, and each outstanding share of CSBK common
stock will be exchanged for 1.191 shares of KRNY common stock. The transaction is valued at an estimated $408 million, or
approximately $18.25 per CSBK share, based upon the 10 day volume-weighted average common stock price of $15.32 for Kearny
Financial Corp. as of October 31, 2017. Upon closing, Kearny shareholders will own approximately 76% of the combined company and
CSBK shareholders will own approximately 24% of the combined company.
With the addition of 12 branches throughout Bergen, Passaic, Hudson, and Essex Counties, the merger will enhance
Kearny’s footprint across dynamic and desirable northern New Jersey markets. As of September 30, 2017, CSBK had approximately
$1.6 billion of assets, $1.1 billion of loans, and $915 million of deposits. On a pro forma basis, as of September 30, 2017,
the combined company is expected to have approximately $6.5 billion of assets, $4.4 billion of loans, and $3.9 billion of
deposits.
“I am pleased to announce the strategic combination of these two strong New Jersey based community banks”, said
Craig L Montanaro, President and Chief Executive Officer of Kearny. “We believe that this partnership is an excellent
fit from both a cultural and operating model perspective. Together, the combined company provides for an enhanced
customer experience through an expanded branch and ATM network, more diverse products and services and strengthened ties to our
communities through the financial support of the Kearny Bank Foundation.”
“Kearny is an excellent partner for CSBK,” said Paul M. Aguggia, President and Chief Executive Officer of CSBK. “We
believe that this strategic combination creates a stronger organization that will benefit our customers and create opportunities
for our employees. We are proud of the value that we have delivered to our shareholders since our second-step conversion and
are excited by the prospects for the combined company.”
On a pro forma basis, the transaction is expected to be accretive to Kearny’s fiscal 2019 earnings per share by
approximately 40%. Tangible book value dilution is expected to be approximately 2.3%, with an earn-back period of
approximately 2.4 years.
Subject to approval by each company’s shareholders, as well as regulatory approvals and other customary closing
conditions, the transaction is currently expected to close late in the first calendar quarter of 2018, or early in the second
calendar quarter of 2018. Effective at the closing of the transaction, Mr. Aguggia and two other members of the Board of
Directors of CSBK will join the Board of Directors of both Kearny and Kearny Bank.
Keefe, Bruyette & Woods, Inc. served as financial advisor to Kearny, and Luse Gorman, PC served as its
legal counsel. Sandler O'Neill + Partners, L.P. served as financial advisor to CSBK, RP Financial, LC. rendered a fairness
opinion to CSBK in connection with the transaction, and Kilpatrick Townsend & Stockton LLP served as legal counsel to
CSBK.
Conference Call
Kearny will host a conference call to discuss the transaction on Thursday, November 2, 2017 at 10:00 a.m. Eastern
Time. Those wishing to participate in the call may dial toll-free (888) 317-6016. Investor presentation materials
related to this transaction will be made available prior to the conference call at www.kearnybank.com.
About Kearny Financial Corp.
Kearny Financial Corp. is the parent company of Kearny Bank. Kearny Bank operates from its administrative
headquarters in Fairfield, New Jersey, and a total of 42 retail branch offices located throughout northern and central New Jersey
and Brooklyn and Staten Island, New York. At September 30, 2017, Kearny Financial Corp. had approximately $4.8 billion in
total assets. Kearny Bank was recently named to Forbes’ list of the 50 Most Trustworthy Financial Companies.
About Clifton Bancorp Inc.
Clifton Bancorp Inc. is the holding company for CSBK (Clifton Savings Bank), a federally chartered savings bank
headquartered in Clifton, New Jersey. CSBK is a metropolitan, community-focused bank serving residents and businesses in its market
area through 12 full-service banking centers.
Forward Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about (i) the benefits of the
merger between Kearny and CSBK, including anticipated future results, cost savings and accretion to reported earnings that may be
realized from the merger; (ii) Kearny and CSBK’s plans, objectives, expectations and intentions and other statements contained in
this presentation that are not historical facts; and (iii) other statements identified by words such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” “estimates” or words of similar meaning. Annualized, pro forma, projected and estimated
numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from
those in such statements. The following factors, among others, could cause actual results to differ materially from the anticipated
results expressed in the forward-looking statements: the businesses of Kearny and CSBK may not be combined successfully, or such
combination may take longer than expected; the cost savings from the merger may not be fully realized or may take longer than
expected to be realized; operating costs, customer loss and business disruption following the merger may be greater than expected;
governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with
governmental approvals of the merger or otherwise; the stockholders of CSBK or Kearny may fail to approve the merger; the interest
rate environment may further compress margins and adversely affect new interest income; the risks associated with continued
diversification of assets and adverse changes to credit quality; and difficulties associated with achieving expected future
financial results. Additional factors that could cause actual results to differ materially from those expressed in the
forward-looking statements are discussed in Kearny’s and CSBK’s reports (such as the Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission (the “SEC”) and available at the
SEC’s Internet website (www.sec.gov). All subsequent written and oral forward-looking statements concerning the proposed
transaction or other matters attributable to Kearny or CSBK or any person acting on their behalf are expressly qualified in their
entirety by the cautionary statements above. Except as required by law, Kearny and CSBK do not undertake any obligation to update
any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is
made.
Additional Information About the Proposed Merger and Where to Find It
Investors and stockholders are urged to carefully review and consider each of Kearny’s and CSBK’s public filings
with the SEC, including, but not limited to, their Annual Reports on Form 10-K, their proxy statements, their Current Reports on
Form 8-K and their Quarterly Reports on Form 10-Q. The documents filed by Kearny with the Securities and Exchange Commission (the
“SEC”) may be obtained at the SEC’s Internet site (www.sec.gov). You will also be able to obtain these documents, free of
charge, from Kearny at www.kearnybank.com under the tab “Company Info” under “Investor Relations” or by requesting them in writing
to Kearny Financial Corp., 120 Passaic Avenue, Fairfield, New Jersey 07004, Attention: Sharon Jones, or from CSBK at www.csbk.bank
under the tab “About Us” under “Investor Relations” or by requesting them in writing to Clifton Bancorp Inc., 1433 Van Houten
Avenue, Clifton, New Jersey 07015, Attention: Michael Lesler.
In connection with the proposed merger, Kearny will file with the SEC a registration statement on Form S-4 that
will include a joint proxy statement of Kearny and CSBK and a prospectus of Kearny, as well as other relevant documents concerning
the proposed merger. Investors and stockholders are urged to read the registration statement and the joint proxy
statement/prospectus regarding the proposed merger when it becomes available and any other relevant documents filed with the SEC,
as well as any amendments or supplements to those documents, because they will contain important information. Copies of the
registration statement and joint proxy statement/prospectus and the filings that will be incorporated by reference therein, as well
as other filings containing information about Kearny and CSBK, when they become available, may be obtained at the SEC’s Internet
site (www.sec.gov). Free copies of these documents may be obtained as described in the preceding paragraph.
CSBK and Kearny and certain of their respective directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of Kearny and CSBK in connection with the proposed merger. Information
about the directors and executive officers of Kearny is set forth in the proxy statement for the Kearny 2017 annual meeting of
stockholders, as filed with the SEC on Schedule 14A on September 15, 2017. Information about the directors and executive officers
of CSBK is set forth in the proxy statement for the CSBK 2017 annual meeting of stockholders, as filed with the SEC on Schedule 14A
on June 29, 2017. Additional information regarding the interests of those participants and other persons who may be deemed
participants in the transaction and a description of their direct and indirect interests, by security holdings or otherwise, may be
obtained by reading the joint proxy statement/prospectus and other relevant documents regarding the proposed merger to be filed
with the SEC when they become available. Free copies of these documents may be obtained as described above.
For further information, contact: Kearny Financial Corp. Craig L. Montanaro, President and Chief Executive Officer, or Eric B. Heyer, Executive Vice President and Chief Financial Officer (973) 244-4500 Clifton Bancorp Inc. Michael Lesler, Executive Vice President, Chief Operating Officer and Corporate Secretary (973) 473-2200