AVENEL, N.J., June 4, 2010 (GLOBE NEWSWIRE) -- Northfield Bancorp, Inc. (the "Company") (Nasdaq:NFBK), the parent company for Northfield Bank, announced today that its Board of Directors, together with the Board of Trustees of Northfield Bancorp, MHC (the "MHC") and the Board of Directors of Northfield Bank (the "Bank") have unanimously adopted a Plan of Conversion and Reorganization (the "Plan of Conversion").
Pursuant to the Plan of Conversion, the MHC will sell its majority ownership in the Company in a "second-step" stock offering. Simultaneously, the Company, which is currently a mutual holding company, will reorganize to a fully public stock holding company
As part of the conversion and reorganization, the Bank will become a wholly owned subsidiary of a New Holding Company, which also will be named Northfield Bancorp, Inc. Shares of common stock of the Company held by persons other than the MHC (whose shares will be canceled) will be converted into shares of common stock of the New Holding Company pursuant to an exchange ratio intended to preserve the percentage ownership interests of such persons. In the stock offering, depositors of the Bank with qualifying deposits as of March 31, 2009, will have first priority to purchase the shares of common stock.The transactions contemplated by the Plan of Conversion are subject to approval by the Company's stockholders (including approval by a majority of the shares held by persons other than the MHC), the voting members of the MHC (depositors of the Bank), and the Office of Thrift Supervision. Special meetings to approve the Plan of Conversion are likely to be held at the end of the third quarter of 2010. A prospectus or proxy statement-prospectus, as applicable, and other proxy materials containing detailed information relating to the Plan of Conversion, details of the offering, and business and financial information about the Company will be sent to stockholders of the Company and members of the MHC (depositors of the Bank) prior to the special meetings.