Investors Bancorp, Inc. completed the acquisition of Gold Coast Bancorp, Inc..
The completion of the transaction is subject to Gold Coast Bancorp, Inc.'s stockholder approval, S-4 shall having been declared effective by the SEC, Investors Bancorp and Gold Coast Bancorp, Inc. having received opinion of their respective counsels that the merger will be treated for federal income Tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code, shares of Investors Bancorp issuable to the shareholders of Gold Coast Bancorp, Inc. upon consummation of the merger shall have been authorized for listing on the NASDAQ Global Select Market, third party consents and regulatory approvals. The transaction is subject to receipt of all necessary regulatory approvals, including approvals of the from the Federal Deposit Insurance Corporation and the New York Department of Financial Services and from the Board of Governors of the Federal Reserve System and the expiration of all statutory waiting periods in respect of such approvals. The Boards of Directors of both Investors Bancorp, Inc. and Gold Coast Bancorp, Inc. have unanimously approved the definitive agreement. The Board of Directors of Gold Coast Bancorp, Inc. has received a fairness opinion from Boenning to the effect that, the merger consideration is fair to the shareholders of Gold Coast Bancorp, Inc. from a financial point of view. The Directors and Executive Officers of Gold Coast Bancorp, Inc. have agreed to vote their shares in favor of the approval of the merger agreement at the shareholders' meeting to be held to vote on the transaction. Special meeting of shareholders of Gold Coast Bancorp will be held on December 12, 2019 to approve the transaction. As of December 16, 2019, the shareholders of Gold Coast Bancorp have approved the transaction.
As of March 10, 2020, the transaction received approval from the Federal Deposit Insurance Corporation. The transaction has also obtained a waiver from the Board of Governors of the Federal Reserve System. The New Jersey Department of Banking and Insurance and the New York Department of Financial Services have also approved the mergers. The transaction is expected to close in the early part of the first quarter of 2020. As on March 10, 2020, the election deadline for the shareholders of Gold Coast Bancorp is April 2, 2020. The transaction is expected to be completed on April 3, 2020. Investors Bancorp, Inc. expects the transaction to be approximately 2.5% accretive to earnings per share, inclusive of fully phased-in cost savings.
Lazard acted as financial advisor for Investors Bancorp, Inc. Keefe Bruyette & Woods acted as financial advisor for Gold Coast Bancorp, Inc. and Boenning & Scattergood acted as its fairness opinion provider to Gold Coast. Gold Coast Bancorp agreed to pay Boenning a non-refundable cash fee equal to $175,000, $20,000 of which became payable upon retention of Boenning and $155,000 of which became payable concurrently with the rendering of Boenning's opinion. Boenning's fee for rendering the fairness opinion was not contingent upon Boenning reaching any particular conclusion. Michael M. Horn and Veronica H. Montagna of McCarter & English, LLP acted as the legal advisor to Investors Bancorp. Robert A. Schwartz of Windels, Marx, Lane & Mittendorf, LLP acted as legal advisor to Gold Coast Bancorp, Inc. Georgeson LLC acted as the information agent to Gold Coast Bancorp and will receive a fee of $6,500 for its services. Computershare acted as the transfer agent to Investors Bancorp.
Investors Bancorp, Inc. (NasdaqGS:ISBC) completed the acquisition of Gold Coast Bancorp, Inc. (OTCPK:GLDT) on April 3, 2020.