Kearny Financial Corp. (NasdaqGS:KRNY) signed a letter of intent to acquire MSB Financial Corp. (NasdaqGM:MSBF) for $94.8 million on November 11, 2019. Kearny Financial Corp. (NasdaqGS:KRNY) entered into a definitive agreement to acquire MSB Financial Corp. (NasdaqGM:MSBF) on December 18, 2019. Under the terms of merger, each outstanding share of MSB Financial will be exchanged for 1.3 shares of Kearny Financial or $18 in cash. MSB Financial stockholders may elect cash or stock, or a combination thereof, subject to proration to ensure that, in the aggregate, 10% of MSB Financial shares will be converted into cash and 90% of MSB Financial shares will be converted into Kearny Financial stock. Upon closing, Kearny Financial shareholders will own approximately 94% of the combined company and MSB Financial shareholders will own approximately 6% of the combined company. Immediately following the merger, Millington Bank will merge with and into Kearny Bank. Each option to acquire shares of MSB Common Stock that is outstanding and unexercised immediately prior thereto pursuant to the MSB Financial Corp. 2008 Stock Compensation and Incentive Plan, as Amended and Restated, or the MSB Financial Corp. 2016 Equity Incentive Plan shall automatically become vested and shall be cancelled and converted into the right to receive from MSB a cash payment in an amount, less required withholding taxes, equal to the product of the number of shares of Company Common Stock subject to the Company Stock Option, multiplied by the amount by which the Cash Consideration exceeds the exercise price of such MSB Stock Option. In case of termination of the agreement by MSB Financial, it will pay a termination fee of $3.54 million to Kearny Financial. The existing Directors and executive officers of Kearny and Kearny Bank will not change as a result of the merger.

The transaction is subject to MSB Financial receiving the requisite approval of its shareholders, third party consents, effectiveness of registration statement, receipt of all regulatory approvals, Kearny Financial shall have filed with The Nasdaq Stock Market LLC a notification form for the listing of all shares of Kearny Financial Common Stock to be delivered as Merger Consideration, and The Nasdaq Stock Market LLC shall not have objected to the listing of such shares of Kearny Financial Common Stock, Kearny Financial and MSB shall have received written opinions of Luse Gorman, PC and Jones Walker LLP, respectively, substantially to the effect that on the basis of the facts the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the IRC and Kearny Financial and MSB will each be a party to that reorganization within the meaning of Section 368(b) of the IRC and fulfillment of other customary closing conditions. MSB Financial will hold a virtual special meeting of stockholders to approve the transaction on May 28, 2020. The special meeting of MSB's shareholders approved the merger on May 28, 2020. As of May 28, 2020 the parties also received all the regulatory approvals or waivers necessary to complete the merger. As of May 20, 2020, deadline by which shareholders of MSB Financial must properly submit election materials extended from May 28, 2020 to June 15, 2020 due to delays in distribution.

The transaction was unanimously approved by the Boards of Directors of each of Kearny and MSB Financial. The transaction is expected to close during the second calendar quarter of 2020. As of April 22, 2020, the transaction is expected to close in the late second quarter or early third quarter of 2020. As of May 28, 2020, the parties expect to close the merger early in the third calendar quarter of 2020. As per filing on July 1, 2020 Kearny and MSB expect that the proposed merger transaction will be completed after the market closes on July 10, 2020. On a pro forma basis, the transaction is expected to be immediately accretive to Kearny Financial's earnings per share by approximately 11.3% with fully phased in non-interest expense cost savings. Tangible book value dilution is expected to be approximately 1.6%, with an earn-back period of approximately 2.8 years under both the crossover and earnings accretion methods. Matthew T. Resch, Robert J. Pachence, Ryan J. Walker and Mark A. Neff of PNC FIG Advisory, Inc. acted as the financial advisors and fairness opinion provider and Lawrence M.F. Spaccasi, Marc Levy and Max Seltzer of Luse Gorman, PC acted as the legal advisors to Kearny Financial. FinPro Capital Advisors Inc. acted as the financial advisor and provided fairness opinion to MSB Financial and will be paid 1% or $0.95 million as fee. A portion of FinPro's fees, $300,000, is payable upon rendering of the fairness opinion. Richard Fisch of Jones Walker LLP acted as the legal advisor to MSB Financial. Laurel Hill Advisory Group, LLC acted as information agent to MSB Financial and will be paid $6,000 as fee. Computershare Trust Company, NA acted as the transfer agent and registrar for MSB and Kearny Financial as part of the transaction.

Kearny Financial Corp. (NasdaqGS:KRNY) completed the acquisition of MSB Financial Corp. (NasdaqGM:MSBF) on July 10, 2020. On July 10, 2020, MSB notified the Nasdaq Stock Market LLC that the merger had been completed and requested that the Nasdaq (i) suspend trading of the MSB Common Stock on the Nasdaq as of the close of business on July 10, 2020, (ii) withdraw the MSB Common Stock from listing on the Nasdaq and (iii) file with the SEC, a notification of delisting and deregistration of the MSB Common Stock under Section 12(b) of the Exchange Act of 1934, as amended. As a result, the MSB Common Stock will no longer be listed on the Nasdaq. Immediately following the Merger, the MSB's wholly- owned bank subsidiary, Millington Bank, merged with and into Kearny's wholly- owned bank subsidiary, Kearny Bank (the "Bank Merger"), with Kearny Bank surviving the Bank Merger and MSB ceased to exist.