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TF Financial Corporation And Roebling Financial Corp, Inc. Announce Definitive Merger Agreement

Stocks in this article: THRD

NEWTOWN, Pa. and ROEBLING, N.J., Dec. 28, 2012 (GLOBE NEWSWIRE) -- TF Financial Corporation (Nasdaq:THRD), the parent company of 3 rd Fed Bank, and Roebling Financial Corp, Inc. (OTCBB:RBLG), the parent company of Roebling Bank, jointly announced the execution of a definitive merger agreement under which TF Financial is to acquire Roebling Financial for approximately $14.5 million in TF stock and cash, or approximately $8.60 per share.

The strategic merger will combine two holding companies and subsidiary banks with strong histories of supporting their respective communities, expands 3 rd Fed Bank's New Jersey footprint, and improves product and service offerings to Roebling Bank customers. The resulting combined company will have over $850 million in total assets, $640 million in total loans, and $660 million in total deposits and 19 locations to serve customers in a five county contiguous market area.

"We are very pleased to be partnering with Roebling Bank because they have been serving Burlington County residents for 90 years. It is a well-established franchise with a solid footprint in a complementary market," said Kent C. Lufkin, TF's President and CEO.   "As past President of Roebling, and a long-time Burlington County resident, I have great familiarity with Roebling, its board, and its markets. This combination will give us greater resources to serve our combined customer base into the future, and should also improve our operating efficiency to absorb greater regulatory costs."

"This is an ideal opportunity for Roebling to partner with a true community bank that shares our commitment to local residents and businesses," said John J. Ferry, Roebling's Board Chairman. "We know Kent very well and have complete confidence in his ability and also in TF's management team to lead our combined company forward."

Under the terms of the merger agreement, Roebling Financial Corp, Inc. will be merged into TF Financial Corporation and Roebling Bank will be merged into 3rd Fed Bank. Roebling Bank branches will become 3 rd Fed Bank branches. 50% of Roebling's shares will be converted into TF common stock and the remaining 50% will be converted into cash. Roebling shareholders will have the option to elect to receive either 0.3640 shares of TF common stock or $8.60 in cash for each Roebling common share, subject to proration to ensure that in the aggregate 50% of the Roebling shares will be converted into stock.  The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes. The merger is expected to close during the second or third quarter of 2013, and is expected to be accretive to TF's earnings, exclusive of merger costs, in the second half of 2013.

Mr. Ferry will join the board of 3 rd Fed Bank. The merger agreement is subject to customary closing conditions, including approval by Roebling Financial Corp, Inc. shareholders and applicable banking regulatory authorities.

The Kafafian Group, Inc. served as financial advisor to TF Financial Corporation, and Spidi & Fisch, PC, Washington, D.C., served as its legal counsel. FinPro Capital Advisors, Inc. served as Roebling Financial Corp's financial advisor and Malizia & Associates, P.C., State College, Pennsylvania served as its legal counsel.

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