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Investors Bancorp And Roma Financial Corporation Announce Merger Agreement

SHORT HILLS, N.J., Dec. 19, 2012 /PRNewswire/ -- Investors Bancorp, Inc. (NASDAQ:ISBC) ("Company"), the holding company for Investors Bank, and Roma Financial Corporation (NASDAQ:ROMA), the federally-chartered holding company for Roma Bank, today jointly announced the signing of a definitive merger agreement. Roma Financial Corporation, MHC (Roma MHC), a federally chartered mutual holding company, owns approximately 74.5% of Roma Financial Corporation. As of September 30, 2012, Roma Financial Corporation operated 26 branches in Burlington, Ocean, Mercer, Camden and Middlesex counties, New Jersey, and had assets of $1.84 billion, deposits of $1.49 billion and stockholders' equity of $218.8 million.

Under the terms of the merger agreement, 100% of the shares of Roma Financial will be converted into Investors Bancorp common stock.  Each outstanding share of Roma Financial common stock, including shares owned by Roma MHC, will be converted into 0.8653 shares of Investors Bancorp common stock upon completion of the merger. The transaction is valued at $15.00 per Roma Financial common share based on Investors Bancorp's average closing stock price for the ten-day trading period ending on December 18, 2012.  Shares to be issued to Investors Bancorp MHC, representing the stock held by Roma MHC, would be reissued in a possible future second step conversion by Investors Bancorp. Upon closing of the merger, Investors Bancorp expects to issue 25,875,411 shares of common stock, including 19,541,701 shares to Investors MHC.  The aggregate merger consideration to be received by Roma Financial minority shareholders is $113.5 million

Three members of Roma Financial Corporation's board of directors will be appointed to the board of directors of Investors Bank and its holding companies.  The remaining Roma Board members will serve on an Advisory Board. 

Under the terms of the merger agreement, Roma MHC will merge into Investors Bancorp, MHC (Investors MHC), with Investors MHC surviving, to be followed by the merger of Roma Financial Corporation into Investors Bancorp, with Investors Bancorp surviving, and the merger of Roma Bank into Investors Bank, with Investors Bank surviving.  Depositors of Roma Bank will become depositors of Investors Bank, and will have the same rights and privileges in Investors MHC as if their accounts had been established in Investors Bank on the date established at Roma Bank. The merger has been approved by each company's board of directors and is anticipated to close in the second quarter of 2013, subject to the approval of Investor Bancorp and Roma Financial shareholders, Roma MHC members, regulatory approvals and other customary closing conditions. 

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