The following excerpt is from the company's SEC filing.
New Brunswick, New Jersey, February 26,
– Magyar Bancorp, Inc. (NASDAQ: MGYR) (the “Company”), parent company of Magyar Bank, announced today
that its Board of Directors, together with the Board of Directors of Magyar Bancorp, MHC (the “MHC”), has adopted a
Plan of Conversion and Reorganization (the “Plan of Conversion”).
Pursuant to the Plan of Conversion, the Company
will reorganize into a fully public stock holding company structure and as part of the conversion will conduct a second-step stock
offering of new shares of common stock.
As part of the conversion, the MHC will
merge int o the Company and will cease to exist, and shares of the Company’s common stock held by persons other than the
MHC will be converted for new shares of the Company’s common stock pursuant to an exchange ratio generally intended to
preserve the percentage ownership interests of such persons in the Company upon consummation of the conversion. Shares of
Company common stock owned by the MHC will be canceled and the amount of the MHC’s ownership interest in the Company
will be sold through the second-step stock offering. In the stock offering, depositors of Magyar Bank with qualifying
deposits as of December 31, 2019 will have first priority to purchase the new shares of common stock.
The conversion and offering will have no impact
on depositors, borrowers or other customers of Magyar Bank. The transactions contemplated by the Plan of Conversion are subject
to approval by the Company’s stockholders (including approval by a majority of the shares held by persons other than the
MHC), the depositors of Magyar Bank, the Board of Governors of the Federal Reserve System and the New Jersey Department of Banking
A prospectus or proxy statement/prospectus,
as applicable, and other materials containing detailed information relating to the Plan of Conversion, details of the offering,
and business and financial information about the Company will be sent to stockholders of the Company and depositors of Magyar Bank
following receipt of regulatory approval.
Certain statements contained herein constitute
“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 and are intended to be covered by the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such statements may be identified by words such as “may,” “will,” “would,”
“intend,” “believe,” “expect,” “plan,” “estimate,” “anticipate,”
“continue,” or similar terms or variations on those terms, or the negative of those terms. These statements are based
upon the current beliefs and expectations of Company management and are subject to significant risks and uncertainties. Actual
results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that
could cause such differences to exist include, but are not limited to: the failure to obtain the approval of the Board of Governors
of the Federal Reserve System and/or the New Jersey Department of Banking and Insurance for the proposed conversion and related
stock offering, delays in obtaining such approvals, or adverse conditions imposed in connection with such approvals; those related
to the real estate and economic environment, particularly in the market areas in which the Company operates; fiscal and monetary
policies of the U.S. Government; changes in government regulations affecting financial institutions, including regulatory compliance
costs and capital requirements; fluctuations in the adequacy of loan loss reserves; decreases in deposit levels necessitating increased
borrowing to fund loans and investments; the effects of any pandemic, including COVID-19; operational risks including, but not
limited to, cybersecurity, fraud and natural disasters; the risk that the Company may not be successful in the implementation of
its business strategy; changes in prevailing interest rates; credit risk management; asset-liability management; and other risks
described in the Company’s filings with the Securities and Exchange Commission, which are available at the SEC’s website,
wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.
The Company wishes to advise readers that the factors listed above or other factors could affect the Company’s financial
performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements
expressed with respect to future periods in any current statements. The Company does not undertake and specifically disclaims any
obligation to publicly release the results of any revisions, which may be made to any forward-looking statements to reflect events
or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
About Magyar Bancorp, Inc.
Bancorp, Inc. is the parent company of Magyar Bank, a community bank headquartered in New Brunswick, New Jersey. Magyar Bank has
been serving families and businesses in Central New Jersey since 1922 with a complete line of financial products and services.
Magyar Bank operates seven branch locations in New Brunswick, North Brunswick, South Brunswick, Branchburg, Bridgewater, and Edison
(2). Please visit us online at www.magbank.com.
Important Additional Information and Where to Find It
In connection with the proposed transaction,
Magyar Bancorp, Inc. will file with the Securities and Exchange Commission (the “SEC”) a registration statement on
Form S-1 that will include a proxy statement of the Company and a prospectus for the shares of common stock being offered, as well
as other relevant documents concerning the proposed transaction. This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any vote or approval. STOCKHOLDERS OF THE COMPANY ARE URGED
TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT, AND THE PROSPECTUS CAREFULLY WHEN THEY BECOME AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. When filed, these documents and other documents relating to the proposed transaction can be obtained free of charge
from the SEC’s website at
. Alternatively, these documents, when available, can be obtained free-of-charge
from the Company upon written request to Magyar Bancorp, Inc., 400 Somerset Street, New Brunswick, New Jersey 08901, Attention:
John Reissner, or by calling (732) 214-2083.
Participants in the Solicitation
The Company and certain of its directors, executive
officers and employees may be deemed to be participants in the solicitation of proxies with respect of the proposed transaction.
Information regarding the Company’s directors and executive officers is available in its definitive proxy statement for its
Annual Meeting of Stockholders for the year ended September 30, 2020, filed with the SEC on January 6, 2021. Other information
regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings
or otherwise, will be contained in the proxy statement, the prospectus, and other relevant materials filed with the SEC, as described
This release is neither
an offer to sell nor a solicitation of an offer to buy common stock. The offer is made only by the prospectus when accompanied
by a stock order form. The shares of the Company’s common stock are not savings accounts or savings deposits, may lose value
and are not insured by the Federal Deposit Insurance Corporation or any other government agency.
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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