Filed by: Pulaski Financial Corp.
Pursuant to Rule 425 under the Securities Act of 1933
Commission File No. 000-24571
Subject Company: CWE Bancorp, Inc.
Commission File No. 000-24571
PULASKI FINANCIAL CORP.
12300 OLIVE BOULEVARD SAINT LOUIS, MO 63141-6434
OFFICE PHONE: 314.878.2210 FAX: 314.878.0712
PULASKI FINANCIAL CORP. ANNOUNCES AGREEMENT
TO ACQUIRE CWE BANCORP, INC.
ST. LOUIS, OCTOBER 25, 2005--William A. Donius, Chairman and CEO of Pulaski
Financial Corp. (NASDAQ: PULB) announced today that Pulaski Financial Corp.
("Pulaski Financial"), the holding company for Pulaski Bank, and CWE Bancorp,
Inc. ("CWE"), the holding company for Central West End Bank, a Federal Savings
Bank, have signed a definitive merger agreement under which Pulaski Financial
will acquire CWE. Headquartered in St. Louis, CWE had assets of approximately
$45 million at June 30, 2005 and operates two banking offices in St. Louis.
Under the terms of the agreement, stockholders of CWE will be entitled to elect
to receive, in exchange for each share of CWE common stock held, either $8.25
cash or .4853 shares of Pulaski Financial common stock. This is subject to
adjustment in connection with the disposition by CWE of certain fixed-rate loans
and to certain allocation and pro rata mechanisms as part of the election
process. To the extent that Pulaski Financial shares are received, the exchange
is expected to qualify as a tax-free acquisition to CWE stockholders.
Pulaski Financial estimates that it will issue approximately 235,000 shares in
the transaction. The estimated total value of the proposed transaction is $7.6
million.
The merger is expected to be completed in the first quarter of 2006, pending CWE
stockholder approval, regulatory approval, and other customary conditions of
closing.
This acquisition is strategically important for Pulaski," said William A.
Donius, Pulaski Financial Chairman and CEO. "We are adding two bank locations in
an important, growing part of St. Louis that is underserved. We have a number of
customers in the "central west end" area of St. Louis. A strong physical
presence will give us the platform to accelerate our growth in this part of the
city. The additional locations will help us in our pursuit to become a true
community bank to St. Louis."
"When the transition period is completed, we expect the merger to be accretive
to Pulaski Financial's earnings," Donius noted.
Pulaski Financial Corp., operating in its 83rd year through its subsidiary,
Pulaski Bank, serves customers throughout the St. Louis and Kansas City
metropolitan areas. The bank offers a full line of quality retail-banking
products through eight full-service branch offices. The company's website can be
accessed at www.pulaskibankstl.com. Visit the shareholder information page for
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useful and comparative data.
STATEMENTS IN THIS NEWS RELEASE THAT ARE NOT HISTORICAL FACTS ARE
FORWARD-LOOKING STATEMENTS AS DEFINED IN THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995. SUCH FORWARD-LOOKING STATEMENTS, WHICH CONTAIN THE WORDS
"EXPECTS", "INTENDS" AND WORDS OF SIMILAR IMPORT, ARE SUBJECT TO NUMEROUS RISKS
AND UNCERTAINTIES DISCLOSED FROM TIME TO TIME IN DOCUMENTS THE COMPANY FILES
WITH THE SECURITIES AND EXCHANGE COMMISSION, WHICH COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THE RESULTS CURRENTLY ANTICIPATED. ACTUAL RESULTS COULD
DIFFER MATERIALLY FROM THOSE CONTAINED OR IMPLIED BY SUCH STATEMENTS FOR A
VARIETY OF FACTORS INCLUDING: DELAYS IN COMPLETING THE MERGER, THE REQUIRED
GOVERNMENTAL APPROVALS OF THE MERGER MAY NOT BE OBTAINED ON THE PROPOSED TERMS
AND SCHEDULE; CWE'S STOCKHOLDERS MAY NOT APPROVE THE MERGER; DIFFICULTIES IN
ACHIEVING COST SAVINGS FROM THE MERGER OR IN ACHIEVING SUCH COST SAVINGS WITHIN
THE EXPECTED TIME FRAME, DIFFICULTIES IN INTEGRATING PULASKI FINANCIAL AND CWE,
INCREASED COMPETITIVE PRESSURES, CHANGES IN THE INTEREST RATE ENVIRONMENT,
CHANGES IN GENERAL ECONOMIC CONDITIONS, LEGISLATIVE AND REGULATORY CHANGES THAT
ADVERSELY AFFECT THE BUSINESS IN WHICH PULASKI FINANCIAL AND CWE ARE ENGAGED,
AND CHANGES IN THE SECURITIES MARKETS. ALL FORWARD-LOOKING STATEMENTS INCLUDED
IN THIS RELEASE ARE BASED ON INFORMATION AVAILABLE AT THE TIME OF THE RELEASE.
NEITHER PULASKI FINANCIAL NOR CWE ASSUME ANY OBLIGATION TO UPDATE ANY
FORWARD-LOOKING STATEMENT.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
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Pulaski Financial will be filing relevant documents concerning the transaction
with the Securities and Exchange Commission, including a registration statement
on Form S-4, which will include a proxy statement/prospectus. Stockholders will
be able to obtain a free copy of the proxy statement/prospectus, as well as
other filings containing information about Pulaski Financial and CWE at the
SEC's website, www.sec.gov. In addition, documents filed with the SEC by Pulaski
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Financial will be available free of charge from the Corporate Secretary of
Pulaski Financial at 12300 Olive Boulevard, St. Louis, MO 63141, telephone
314-878-2210.
STOCKHOLDERS AND INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, AND
OTHER RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
REGARDING THE TRANSACTION, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
PULASKI FINANCIAL AND CWE, THE MERGER, THE PERSONS SOLICITING PROXIES IN THE
MERGER AND THEIR INTERESTS IN THE MERGER AND RELATED MATTERS.
FOR ADDITIONAL INFORMATION CONTACT:
William A. Donius, President & CEO Michael Arneth or Brien Gately
Pulaski Financial Corp. The Investor Relations Company
(314) 878-2210 Ext. 3610 (847) 296-4200
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