Announcement

Kearny Financial and MSB Financial Announce Expected Acquisition Closing Date

Merger Transaction Expected To Be Completed By July 10

Keith Griffin

July 1, 2020

Kearny Financial Corp. and MSB Financial Corp., both based in New Jersey, expect that their proposed merger transaction will be completed after the market closes on July 10, 2020.  The parties previously announced that MSB shareholders approved the merger at its shareholder meeting held on May 28, 2020, and that all required regulatory approvals or waivers were received.

In accordance with the merger agreement, MSB shareholders were permitted to elect to receive either 1.3 shares of Kearny common stock, $18 in cash, or a combination of cash and shares of Kearny common stock for each share of MSB common stock owned, subject to proration and allocation to ensure that 90% of the shares of MSB common stock outstanding immediately before the completion of the merger are exchanged for shares of Kearny common stock and 10% are exchanged for cash as required by the merger agreement.  

The election period ended June 15, 2020. Based on the election results, cash elections were oversubscribed. As such, MSB shareholders will be entitled to receive the following merger consideration in exchange for their shares of MSB common stock:

Shareholders who made a valid all-stock election are entitled to receive 1.3 shares of Kearny common stock for each of their shares of MSB common stock, plus cash in lieu of a fractional share, without interest;

Shareholders who made a valid all-cash election or a valid mixed stock/cash election are entitled to receive $18.00 in cash, without interest, for approximately 12.3% of their shares of MSB common stock for which they made a valid cash election and 1.3 shares of Kearny common stock for each of their remaining shares of MSB common stock, plus cash in lieu of a fractional share, without interest; or

Shareholders who made no election or an invalid election are entitled to receive 1.3 shares of Kearny common stock for each of their shares of MSB common stock, plus cash in lieu of a fractional share, without interest.

Kearny Financial Corp. is the parent company of Kearny Bank which operates from its administrative headquarters in Fairfield, New Jersey, and a total of 46 retail branch offices located throughout northern and central New Jersey and Brooklyn and Staten Island, New York. At March 31, 2020, Kearny Financial Corp. had approximately $6.8 billion in total assets.

MSB Financial Corp. is the holding company for Millington Bank, a state-chartered savings bank headquartered in Millington, New Jersey. Millington Bank is a metropolitan, community-focused bank serving residents and businesses in its market area through four full-service branch offices located in northern New Jersey.

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