Item 8.01 Other Events
On
Forward Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about (i) the benefits of the merger between Kearny and MSB, including anticipated future results, cost savings and accretion to reported earnings that may be realized from the merger; (ii) Kearny and MSBF's plans, objectives, expectations and intentions and other statements contained in this presentation that are not historical facts; and (iii) other statements identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" or words of similar meaning. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
Forward-looking statements involve risks and uncertainties that may cause actual
results to differ materially from those in such statements. The following
factors, among others, could cause actual results to differ materially from the
anticipated results expressed in the forward-looking statements: the businesses
of Kearny and MSBF may not be combined successfully, or such combination may
take longer than expected; the cost savings from the merger may not be fully
realized or may take longer than expected to be realized; operating costs,
customer loss and business disruption following the merger may be greater than
expected; governmental approvals of the merger may not be obtained, or adverse
regulatory conditions may be imposed in connection with governmental approvals
of the merger or otherwise; the stockholders of MSBF may fail to approve the
merger; the interest rate environment may further compress margins and adversely
affect new interest income; the risks associated with continued diversification
of assets and adverse changes to credit quality; and difficulties associated
with achieving expected future financial results. Additional factors that could
cause actual results to differ materially from those expressed in the
forward-looking statements are discussed in Kearny's and MSBF's reports (such as
the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K) filed with the
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Additional Information About the Proposed Merger and Where to Find It
This communication is being made with respect to the proposed transaction between Kearny and MSBF. This material is not a solicitation of any vote or approval of MSBF stockholders and is not a substitute for the proxy statement/prospectus or any other documents MSBF may send to its shareholders in connection with the proposed merger. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Investors and stockholders are urged to carefully review and consider each of
Kearny's and MSBF's public filings with the
In connection with the proposed merger, Kearny has filed with the
MSBF and Kearny and certain of their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from the
stockholders of Kearny and MSBF in connection with the proposed merger.
Information about the directors and executive officers of Kearny is set forth in
the proxy statement for the Kearny 2019 annual meeting of stockholders, as filed
with the
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit 99.1 Joint Press Release datedMay 20, 2020 Exhibit 104 The cover page for this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101)
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