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Prudential Bancorp, Inc. Of Pennsylvania Announces Adoption Of Plan Of Conversion And Reorganization

PHILADELPHIA, June 13, 2013 (GLOBE NEWSWIRE) -- Prudential Bancorp, Inc. of Pennsylvania (the "Company") (Nasdaq:PBIP), the "mid-tier" holding company for Prudential Savings Bank (the "Bank"), today announced that the Boards of Directors of the Company, Prudential Mutual Holding Company (the "MHC") and the Bank have unanimously adopted a Plan of Conversion and Reorganization (the "Plan") pursuant to which the Bank will reorganize from the two-tier mutual holding company structure to the stock holding company structure and will undertake a "second-step" offering of shares of common stock of a new Pennsylvania corporation formed in connection with the conversion.

"We believe that adoption of the Plan is in the best interest of our shareholders and of the Bank's depositors and customers," stated Thomas A. Vento, Chairman, President and Chief Executive Officer of the Company. Joseph R. Corrato, Executive Vice President and Chief Financial Officer, stated, "As part of our periodic review of the needs of the Company, the Bank and the MHC, we determined that it was the appropriate time to adopt our Plan of Conversion and Reorganization. The proceeds from the second-step offering will further strengthen the Bank's capital levels and support its lending expansion and diversification, result in a holding company with enhanced financial capability to better serve as a source of strength for the Bank and better position us to carry out our business plan in the future."

The MHC, which owns approximately 74.8% of the outstanding common stock of the Company (after giving effect to the MHC's assets), will merge with and into the Company as part of the reorganization and its shares of Company common stock will be extinguished. The Company will then merge with and into the new Pennsylvania corporation. The new holding company will offer and sell shares of common stock in an amount representing the approximate percentage ownership interest currently held by the MHC, based on an independent appraisal. The new holding company will offer shares of its common stock for sale to eligible account holders of the Bank, the employee stock ownership plan and to members of the general public in a subscription and community offering in the manner and subject to the priorities set forth in the Plan. The highest priority will be depositors with qualifying deposits as of December 31, 2011. In addition, upon completion of the conversion of the MHC, shares of the Company's common stock held by public shareholders will be exchanged for shares of common stock of the new Pennsylvania corporation pursuant to an "exchange ratio" designed to preserve their aggregate percentage ownership interest (after giving effect to the MHC's assets). The exchange ratio will be determined based upon the independent appraisal of the new holding company and the results of the offering.

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