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July 12, 2011 /PRNewswire/ -- Cheviot Financial Corp. (the "Company") (NasdaqCM: CHEV), the parent company for Cheviot Savings Bank, announced today that its Board of Directors, together with the Boards of Directors of Cheviot Mutual Holding Company (the "MHC") and Cheviot Savings 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 Cheviot Financial Corp. 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 and former depositors of The Franklin Savings and Loan Company, with qualifying deposits as of
June 30, 2010, 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 Board of Governors of the Federal Reserve System.
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 following regulatory approval.