Northfield Bancorp, Inc. To Commence Stock Offering

AVENEL, N.J., Aug. 9, 2010 (GLOBE NEWSWIRE) -- Northfield Bancorp, Inc. (the "Company") (Nasdaq:NFBK) announced today that Northfield Bancorp, Inc., a Delaware corporation ("Northfield-Delaware"), the proposed holding company for Northfield Bank, and Northfield Bancorp, MHC have received conditional regulatory approval to commence Northfield-Delaware's stock offering in connection with Northfield Bancorp, MHC's proposed second-step conversion. The Company also announced today that the registration statement relating to the sale of common stock of Northfield-Delaware has been declared effective by the Securities and Exchange Commission.

Northfield-Delaware is offering for sale the 56.6% ownership interest in the Company currently owned by Northfield Bancorp, MHC, which is equivalent to between $263.5 million and $356.5 million, or between 26,350,000 and 35,650,000 shares of common stock at $10.00 per share. Northfield-Delaware may increase the number of shares that it sells in the offering, without notice to persons who have subscribed for shares, by up to 15%, to $410.0 million or 40,997,500 shares at $10.00 per share, as a result of market demand, regulatory considerations or changes in financial markets. The number of shares to be sold in the offering is based on an independent appraisal of the estimated pro forma market value of Northfield-Delaware as of July 16, 2010.

At the conclusion of the conversion and offering, the existing shares of common stock held by the public stockholders of the Company will be exchanged for between 1.0693 and 1.4467 shares of Northfield-Delaware, subject to a 15% increase to 1.6637 shares, based on the independent appraisal. The exchange ratio ranges could change as a result of regulatory review or due to updates to the independent appraisal, reflecting, among other things, changes in market conditions before or during the offering.  

The completion of the conversion and offering is subject to, among other things, selling a minimum of 26,350,000 shares in the offering, the receipt of all necessary final regulatory approvals, the receipt of the approval of the members of Northfield Bancorp, MHC (depositors of record of Northfield Bank) as of July 30, 2010, and the receipt of the approval of the stockholders of record of the Company as of July 30, 2010.

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