Empire Bancorp, Inc. Issues Statement on Standstill Agreement
ISLANDIA, N.Y., Feb. 08, 2019 (GLOBE NEWSWIRE) -- Empire Bancorp, Inc. (OTCQX: EMPK) (“Empire” or the “Company”) today announced that it and its wholly owned subsidiary, Empire National Bank (the “Bank”) entered into an Agreement (the “Agreement”) with Lawrence B. Seidman, Seidman and Associates L.L.C. and certain other affiliates of Mr. Seidman (collectively, the “Seidman Group”). The Seidman Group collectively own approximately 4.4% of the outstanding shares of the Company’s voting common stock.
The Agreement provides that the Seidman Group shall have the right, but not the obligation, to designate Mr. Seidman as a director nominee to be included in the slate of Class III directors presented for approval at Empire’s 2020 Annual Meeting of Shareholders. If Mr. Seidman is elected as a director of the Company, he will be the second institutional shareholder on the Company’s Board of Directors. Additionally, if elected as a director of the Company, Mr. Seidman shall be appointed to the Bank’s Board of Directors.
During the term of the Agreement, the Seidman Group will not, among other things, solicit proxies in opposition to any recommendations or proposals of the Company’s Board of Directors, initiate or solicit shareholder proposals or seek to place any additional representatives on the Company’s Board of Directors other than Mr. Seidman, oppose any proposal or director nomination submitted by the Board of Directors to the Company’s shareholders, vote for any nominee to the Company’s Board of Directors other than those nominated or supported by the Board of Directors, seek to exercise any control or influence over the management of the Company or the Boards of Directors of the Company or the Bank (although nothing in the Agreement will prevent Mr. Seidman from expressing his views to other members of the Board at duly convened meetings of the Board of Directors), propose or seek to effect a merger or sale of the Company or initiate litigation against the Company. The term of the Agreement will continue until the later of ten business days prior to the deadline for the submission of shareholder nominations for Empire’s 2021 Annual Meeting of Shareholders or Mr. Seidman ceasing to be a member of the Company’s and the Bank’s Boards of Directors.
In addition, during the term of the Agreement, the Seidman Group has agreed to vote in favor of the Board of Directors’ proposals and nominees for election or re-election as directors of the Company.
Holland & Knight LLP is acting as legal advisor to Empire.
About Empire Bancorp, Inc.
Empire Bancorp, Inc. is a bank holding company for Empire National Bank, a Long Island-based independent bank that specializes in serving the financial needs of small and medium sized businesses, professionals, nonprofit organizations, municipalities, real estate investors, and consumers. The bank has four full-service banking offices located in Islandia, Shirley, Port Jefferson Station, Mineola and a private banking branch office in Manhattan. Our bankers take pride in understanding the needs of each customer so the bank can deliver the highest quality service with a sense of urgency.
Empire Bancorp, Inc. (OTCQX: EMPK) is traded on OTCQX® Best Market which is the top tier of OTC Markets Group Inc.
This release may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue,” or comparable terminology, are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within the control of the Company. The forward-looking statements included in this press release are made only as of the date of this press release. The Company has no intention, and does not assume any obligation, to update these forward-looking statements.
Contact:William FranzSVP, Director of Marketing& Investor Relations(631) 348-4444