FedFirst Financial Corporation (the “Company”) (Nasdaq Capital: FFCO), holding company for First Federal Savings Bank (the “Bank”), announced today that the Board of Directors of the Company has unanimously adopted a Plan of Conversion and Reorganization pursuant to which the Bank will reorganize from the two-tier mutual holding company structure to the stock holding company structure and will undertake a “second-step” stock offering of shares of common stock of a new state chartered corporation formed in connection with the conversion. The Bank converted from a mutual savings bank to the two-tier mutual holding company structure in 1999 and completed a public offering of shares of the mid-tier stock holding company in 2005.
FedFirst Financial Mutual Holding Company (the “MHC”), which owns approximately 57.5% of the outstanding common stock of the Company, will be merged with and into the Bank as part of the reorganization and its shares in the Company will be retired. The new holding company will offer and sell shares of common stock in an amount representing the percentage ownership interest currently held by the MHC, to be based on an appraisal of the Bank, as converted, which will be performed by an independent appraiser. The new holding company will offer shares of its common stock for sale to the Bank’s eligible account holders and borrows and to members of the general public in a subscription and community offering in the manner and subject to the priorities set forth in the Plan of Conversion and Reorganization. The highest priority will be depositors with qualifying deposits as of January 31, 2009. In addition, existing shareholders of the Company, other than the MHC, will receive shares of common stock of the new holding company pursuant to an “exchange ratio” designed to preserve their aggregate percentage ownership interest. The exchange ratio will be determined based upon the appraisal and the results of the offering.