Charter Financial Corporation To Commence Stock Offering

WEST POINT, Ga., Feb. 15, 2013 (GLOBE NEWSWIRE) -- Charter Financial Corporation (the "Company") (Nasdaq:CHFN), announced today that Charter Financial Corporation, a Maryland corporation ("Charter Financial"), the proposed holding company for CharterBank, and First Charter, MHC have received regulatory approval to commence Charter Financial's stock offering in connection with First Charter, MHC's proposed second-step conversion to the stock holding company form of organization. The Company also announced today that the registration statement relating to the sale of common stock of Charter Financial has been declared effective by the Securities and Exchange Commission.

Charter Financial is offering for sale between 11,475,000 and 15,525,000 shares of common stock at $10.00 per share, representing the majority ownership interest in the Company currently owned by First Charter, MHC. The number of shares in the offering is based on an independent appraisal of the estimated pro forma market value of Charter Financial as of November 23, 2012.

At the conclusion of the conversion and offering, the existing shares of common stock held by the public stockholders of the Company will be exchanged for between 1.0015 and 1.3550 shares of Charter Financial common stock, depending on the number of shares sold in the offering. After the completion of the conversion and offering, Charter Financial will be 100% owned by public stockholders, and the Company and First Charter, MHC will each cease to exist.

The completion of the conversion and offering is subject to, among other things, selling a minimum of 11,475,000 shares in the offering, the receipt of all necessary final regulatory approvals, the receipt of the approval of the members of First Charter, MHC (depositors and certain borrowers of CharterBank) as of February 4, 2013, and the receipt of the approval of the stockholders of the Company as of February 4, 2013.

On or about February 21, 2013, offering materials will be mailed to members and certain former depositors eligible to purchase shares in the subscription offering, and proxy solicitation materials will be mailed to members and stockholders. Shares of common stock not sold in the subscription offering may be available in a community offering to the general public, including stockholders of the Company as of February 4, 2013. The subscription offering and community offering, if any, are expected to expire at 2:00 p.m., Eastern Time, on March 19, 2013. Shares not sold in the subscription and community offerings may be sold in a syndicated or firm commitment underwritten offering.  

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