EX-99.1 4 dex991.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

For Immediate Release

 

Contact:    Thomas M. Petro, President and CEO
   (215) 682-7400

Fox Chase Bancorp, Inc. Announces Adoption of

Plan of Conversion and Reorganization

Hatboro, PA, March 10, 2010 – Fox Chase Bancorp, Inc. (the “Company”) (Nasdaq: FXCB), holding company for Fox Chase Bank, announced today that the Board of Directors of the Company has unanimously adopted a Plan of Conversion and Reorganization (the “Plan”) pursuant to which Fox Chase Bank will reorganize from the two-tier mutual holding company structure to the stock holding company structure and will undertake a “second-step” stock offering of shares of common stock of a new corporation formed in connection with the conversion. Fox Chase Bank converted from a mutual savings bank to the two-tier mutual holding company structure and offered and sold a minority of the shares of the mid-tier stock holding company in 2006.

Fox Chase MHC (the “MHC”), which owns approximately 59.9% of the outstanding common stock of the Company, will be merged with and into the Company as part of the reorganization and its shares in the Company will be retired. The new holding company will offer and sell shares of common stock in an amount representing the percentage ownership interest currently held by the MHC, also to be based on an appraisal of the Company, as converted, which will be performed by an independent appraiser. The new holding company will offer shares of its common stock for sale to Fox Chase Bank’s eligible account holders and tax-qualified employee benefit plans 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, 2008 In addition, existing shareholders of the Company, other than the MHC, will receive shares of common stock of a new Maryland corporation pursuant to an “exchange ratio” designed to preserve their aggregate percentage ownership interest. The exchange ratio will be determined based upon the appraisal of the Company and the results of the offering.

The conversion and reorganization will be subject to approval of Fox Chase Bank’s depositors, the Company’s shareholders (including the approval of a majority of the shares held by persons other than the MHC) and regulatory agencies.

Information, including the details of the offering and business and financial information about the Company and Fox Chase Bank, will be provided in proxy materials and a prospectus when the offering commences, which is expected to be during the second quarter of 2010.

Fox Chase Bancorp, Inc. is the holding company for Fox Chase Bank, a federal savings bank headquartered in Hatboro, Pennsylvania. Fox Chase Bank operates eleven full-service banking offices in Bucks, Chester, Delaware, Philadelphia and Montgomery Counties in Pennsylvania and Atlantic and Cape May counties in New Jersey.


This release is neither an offer to sell nor a solicitation of an offer to buy common stock. The offer is made only by the prospectus when accompanied by a stock order form. The shares of common stock of the Company are not savings accounts or savings deposits, may lose value and are not insured by the Federal Deposit Insurance Corporation or any other government agency.

This press release contains certain forward-looking statements about the conversion and reorganization. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include delays in consummation of the Plan of Conversion and Reorganization, difficulties in selling the conversion stock or in selling the conversion stock within the expected time frame, increased competitive pressures, changes in the interest rate environment, general economic conditions or conditions within the securities markets, and legislative and regulatory changes that could adversely affect the business in which the Company is engaged.