Carrollton Bancorp Extends Termination Date Of Merger Agreement With Jefferson Bancorp; Announces Resignation Of Chief Financial Officer
COLUMBIA, Md., Dec. 21, 2012 (GLOBE NEWSWIRE) -- Carrollton Bancorp (Nasdaq:CRRB) today announced that it entered into a letter agreement extending until February 28, 2013 the termination date as provided for in the Agreement and Plan of Merger (the "Merger Agreement") by and among Carrollton, Jefferson Bancorp, Inc. ("Jefferson") and Financial Service Partners Fund I, LLC ("FSPF") dated as of April 8, 2012, amended as of May 7, 2012. Carrollton, Jefferson and FSPF entered into the letter agreement on December 20, 2012.
The scheduled date for the termination under the Merger Agreement was December 31, 2012. If all conditions to closing had not been satisfied or waived by such date, the Agreement was subject to extension to February 28, 2013 under certain circumstances.
As disclosed in Carrollton's Proxy Statement, dated July 11, 2012 (the "Proxy Statement"), it is a condition to closing under the Merger Agreement that the acquisition of Carrollton by FSPF through the merger with Jefferson be approved by the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), and the merger of Carrollton's bank subsidiary, Carrollton Bank, with and into Jefferson's bank subsidiary, Bay Bank, FSB ("Bay Bank"), be approved by the Office of the Comptroller of the Currency (the "OCC"). As the Proxy Statement reported, Jefferson had preliminary discussions with both the staff of the Federal Reserve Board and the OCC and filed formal applications with both agencies on June 6, 2012. Jefferson has advised Carrollton that since then it has responded to requests from both agencies for additional information regarding the mergers.In connection with processing the application filed with it, the Federal Reserve Board staff has advised Jefferson that it is reviewing the ownership structure of Bay Bank which was previously approved by a predecessor regulatory agency under the Home Owners' Loan Act, including its ultimate holding company, FSPF, and the ownership of interests in FSPF by persons who also are investors in other banks. The Proxy Statement also disclosed that this review by the Federal Reserve Board might occur. The OCC staff has advised Jefferson that it will not continue processing the merger application filed with it until, among other things, it receives indication from the Federal Reserve Board staff that the Federal Reserve Board is ready to act on the holding company merger application filed with it. Jefferson, FSPF and Bay Bank, with support of Carrollton and Carrollton Bank, are continuing to work with the Federal Reserve Board and the OCC to complete the processing of the applications filed with these agencies. Jefferson has advised Carrollton that it expects to be able to satisfactorily resolve all of the issues raised by the Federal Reserve Board and the OCC to date, but that there cannot be any assurance that such previously raised issues can be satisfactorily resolved or that such agencies will not raise additional issues that cannot be satisfactorily resolved.
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