Minden Bancorp, Inc. Announces Approval Of Plan Of Conversion And Reorganization; Conversion Expected To Close January 4, 2011
MINDEN, La., Dec. 30, 2010 (GLOBE NEWSWIRE) -- Minden Bancorp, Inc. (the "Company" or "Minden Bancorp") (OTCBB:MDNB), the holding company for MBL Bank, announced today that the Company's Plan of Conversion and Reorganization was approved by the members of Minden Mutual Holding Company and the Company's shareholders at separate special meetings held on December 23, 2010.
The Company also announced today that the newly formed holding company for MBL Bank, Minden Bancorp, Inc., has received orders to purchase common stock sufficient to complete the offering conducted in connection with the second-step conversion. The conversion and offering are currently expected to be completed as of the close of business on January 4, 2011. The closing of the transaction is subject to the satisfaction of customary closing conditions.
As a result of the second-step conversion, Minden Mutual Holding Company and the presently existing Minden Bancorp, a federal corporation, will cease to exist and the new Minden Bancorp, a Louisiana corporation, will become the parent holding company of MBL Bank and will be wholly owned by public shareholders.A total of 1,394,316 shares of common stock, including 55,772 shares to be purchased by the Minden Bancorp, Inc. Employee Stock Ownership Plan, which is between the midpoint and the maximum of the offering range, will be sold in the subscription and community offerings at $10.00 per share. As part of the conversion, each existing share of common stock of Minden Bancorp will be converted into the right to receive 1.7427 shares of the new holding company's common stock, other than shares held by Minden Mutual Holding Company and treasury stock, which shall be cancelled. The exchange ratio ensures that, after the conversion and offering, the public shareholders of the existing Minden Bancorp will maintain approximately the same ownership interest in the new holding company as they owned in Minden Bancorp. Cash will be issued in lieu of fractional shares based on the offering price of $10.00. Total shares outstanding after the stock offering and the exchange will be approximately 2,379,269, before giving effect to cash-in-lieu of factional shares.
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