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Published on 12/15/2008 in the Prospect News Special Situations Daily.

Investors Bancorp, American Bancorp of New Jersey to combine in cash-and-stock deal

By Lisa Kerner

Charlotte, N.C., Dec. 15 - Investors Bancorp, Inc. agreed to acquire American Bancorp of New Jersey, Inc. in a stock-and-cash transaction valued at $12.50 per share, or $140 million.

American Bancorp stockholders may elect to receive either 0.9218 shares of Investors Bancorp common stock or $12.50 in cash for each American Bancorp share, subject to proration.

Under the terms of the definitive agreement, 70% of American Bancorp shares will be converted into Investors Bancorp common stock, with the remaining 30% of American Bancorp shares converted into cash, an Investors Bancorp news release said.

Both companies' boards of directors have approved the agreement, which provides for a $5.6 million termination fee.

The transaction is expected to close in the second quarter of 2009.

Investors Bancorp said the merger will be 4% accretive to its fiscal-year 2010 GAAP earnings and 5% accretive to its fiscal-year 2011 GAAP earnings, prior to acquisition transaction charges.

American Bancorp vice chairman James H. Ward III will join Investors Bancorp's board.

The combined company will have $7.6 billion in assets, $4.4 billion in deposits and 57 branches in northern New Jersey, with no branch consolidation expected.

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.

Acquirer:Investors Bancorp, Inc.
Target:American Bancorp of New Jersey, Inc.
Announcement date:Dec. 15
Transaction total:$140 million
Price per share:$12.50 cash or 0.9218 Investor Bancorp shares
Termination fee:$5.6 million
Expected closing:Second quarter of 2009
Stock price for acquirer:Nasdaq: ISBC: $13.56 on Dec. 12
Stock price for target:Nasdaq: ABNJ: $8.75 on Dec. 12

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