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Published on 3/16/2009 in the Prospect News Special Situations Daily.

Investors Bancorp, American Bancorp amend terms; merger on track to close in second quarter

By Lisa Kerner

Charlotte, N.C., March 16 - Investors Bancorp, Inc. and American Bancorp of New Jersey, Inc. amended their merger agreement so that 65% of American Bancorp shares will be converted into Investors Bancorp common stock and the remaining 35% will be converted into cash.

Originally, the consideration mix was 70% stock and 30% cash, according to an Investors Bancorp news release.

Each share of American Bancorp common stock would be valued at about $9.11, with the total merger consideration totaling $99 million, based on Investors Bancorp's closing stock price of $7.90 on March 12, the release said.

The companies said they also agreed to modify the termination conditions to allow American Bancorp to terminate the merger in the event of an absolute decline in Investors Bancorp common stock of 30%, rather than 20%, and a 30% relative decline to the SNL Thrift Index, rather than a 20% decline.

Investors Bancorp said it expects the transaction to close in the second quarter of 2009, subject to approval by American Bancorp's shareholders.

In December, Investors Bancorp announced it agreed to acquire American Bancorp in a stock-and-cash transaction valued at $12.50 per share, or $140 million.

Under the companies' merger agreement, American Bancorp stockholders may elect to receive either 0.9218 of a share of Investors Bancorp common stock or $12.50 in cash for each American Bancorp share, subject to proration.

Citigroup Global Markets Inc. advised Investors Bancorp. American Bancorp was advised by Keefe, Bruyette & Woods, Inc.

Investors Bancorp, located in Short Hills, N.J., is a holding company for Investors Savings Bank, a New Jersey chartered savings bank.

American Bancorp is the holding company for American Bank of New Jersey, a federally chartered stock savings bank based in Bloomfield, N.J.


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