EXHIBIT 99.1
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FOR IMMEDIATE RELEASE
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FOR: MAF Bancorp, Inc. EFC Bancorp, Inc.
55th Street & Holmes Avenue 1695 Larkin Avenue
Clarendon Hills, IL 60514 Elgin, IL 60123
CONTACTS: Allen H. Koranda, Leo M. Flanagan, Jr.
Chairman and CEO Chairman of the Board
(630) 887-5800 (847) 742-6100
Jerry A. Weberling, EVP and Barrett J. O'Connor
Chief Financial Officer Chief Executive Officer
(630) 887-5999 (847) 741-3900
MAF BANCORP, INC. TO ACQUIRE EFC BANCORP, INC.
Clarendon Hills, Illinois, June 30, 2005 - MAF Bancorp, Inc. (NASDAQ: MAFB) and
EFC Bancorp, Inc. (AMEX: EFC) jointly announced today that MAF has agreed to
acquire EFC in a cash and stock transaction valued at approximately $177.5
million, including stock options. EFC is the parent company of EFS Bank which is
based in Elgin, IL and has seven offices in Kane County and one each in McHenry
and Cook Counties. EFC had total assets of $1.0 billion at March 31, 2005.
"We are excited about this opportunity to significantly expand our presence in
Chicago's fast-growing northwest suburban markets with the addition of more
than $600 million of deposits," commented Allen Koranda, Chairman of the Board
and Chief Executive Officer of MAF. "With some of the best growth prospects in
the Chicago region, Kane County is projected to have a population increase of
more than 17% over the next five years. EFC has prime branch locations in Elgin
and surrounding communities. It has also acquired several attractive sites for
future branch expansion in nearby communities. This transaction should position
us well to take advantage of growth in these markets."
"The EFC management team has built a quality company with a community banking
philosophy that matches our own," Koranda added. "We look forward to providing
EFC's retail and business customers with an expanded offering of products and
continuing the quality service they receive from EFC employees." Koranda stated
that the acquisition is expected to move MAF to #7 in deposit market share in
the Chicago MSA and from #15 to #3 in Kane County, adding "this expansion will
be an excellent complement to our 73-branch Chicago and Milwaukee franchise."
"We are excited to join forces with MAF," commented Leo Flanagan, Jr., Chairman
of the Board of EFC. "They have built an excellent community banking franchise
and share our philosophy of personalized customer service for both retail and
business customers. Our directors, management
and employees have successfully built a quality organization over a number of
years. We are confident that combining EFC with MAF's strong financial and
operating resources will yield positive results for our customers and the
communities we serve." Mr. Flanagan is expected to join the board of MAF
following the acquisition.
Under terms of the agreement, shareholders of EFC will be entitled to elect to
receive either .8082 shares of MAF stock for each share of EFC stock they hold,
or cash in the amount of $34.69, without interest, for each such share, or a
combination thereof, subject to the election and allocation procedures detailed
in the merger agreement. Approximately 60% of the total consideration will be
paid in MAF stock and approximately 40% will be paid in cash. Based on this
structure and the current outstanding shares of EFC, the aggregate merger
consideration will include approximately $70 million in cash and approximately
2.3 million shares of MAF stock (excluding stock options). MAF currently expects
to fund the cash portion of the merger consideration through a trust preferred
securities issuance.
The transaction is subject to customary closing conditions, regulatory approvals
and the approval of EFC's stockholders. The transaction will be taxable to the
stockholders of EFC only to the extent of any cash received. The companies
currently expect the transaction to close in January 2006. In connection with
the merger, EFC's bank subsidiary, EFS Bank, will be merged with Mid America
Bank, a wholly-owned subsidiary of MAF Bancorp.
MAF anticipates significant cost savings following the integration of the two
companies' respective organizations although it does not expect the transaction
to materially impact 2006 earnings per share results. The data processing
systems conversion is currently planned for February 2006.
MAF Bancorp is the parent company of Mid America Bank, a federally chartered
stock savings bank headquartered in Clarendon Hills, Illinois. At March 31,
2005, the Company had assets of $9.7 billion, deposits of $6.0 billion and
stockholders' equity of $953 million. Mid America Bank currently operates a
network of 73 retail banking offices throughout Chicago and Milwaukee and their
surrounding areas. Offices in the Milwaukee area operate under the name "St.
Francis Bank, a division of Mid America Bank." MAF's common stock trades on the
Nasdaq Stock Market under the symbol MAFB.
EFC is a state-chartered thrift holding company with assets of $1.0 billion,
deposits of $690 million, and stockholders' equity of $86 million at March 31,
2005. EFC's stock trades on the American Stock Exchange under the symbol EFC.
Forward-Looking Information
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Statements contained in this news release that are not historical facts
constitute forward-looking statements (within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended), which involve significant risks
and uncertainties. MAF and EFC intend such forward-looking statements to be
covered by the safe harbor provisions for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995, and is including this
statement for purposes of
invoking these safe harbor provisions. These forward-looking statements, which
are based on certain assumptions and describe future plans, strategies and
expectations of MAF or EFC, are generally identifiable by use of the words
"believe," "expect," "intend," "anticipate," "estimate," "project," "plan," or
similar expressions. MAF's and EFC's ability to predict results or the actual
effect of future plans or strategies is inherently uncertain and actual results
may differ from those predicted. Neither MAF nor EFC undertakes any obligation
to update these forward-looking statements in the future.
Factors which could have a material adverse effect on operations and could
affect management's outlook or future prospects of MAF and its subsidiaries
include, but are not limited to, unanticipated difficulties or delays in
obtaining requisite stockholder or regulatory approval for the transaction,
difficulties or delays in achieving anticipated cost savings related to the
operation of the acquired banking offices or higher than expected costs related
to the transaction, changes in purchase accounting adjustments and/or
amortization periods, unanticipated changes in interest rates or further
flattening of the yield curve, deteriorating economic conditions which could
result in increased delinquencies in MAF's or EFC's loan portfolio, higher than
expected overhead, infrastructure and compliance costs needed to support growth
in the Company's operations, legislative or regulatory developments, monetary
and fiscal policies of the U.S. Government, including policies of the U.S.
Treasury and the Federal Reserve Board, the quality or composition of MAF's or
EFC's loan or investment portfolios, demand for loan products, secondary
mortgage market conditions, deposit flows, competition, demand for financial
services and residential real estate in MAF's and EFC's market areas,
unanticipated slowdowns in real estate lot sales or problems in closing pending
real estate contracts, delays in real estate development projects, the possible
short-term dilutive effect of other potential acquisitions, if any, and changes
in accounting principles, policies and guidelines. These risks and uncertainties
should be considered in evaluating forward-looking statements and undue reliance
should not be placed on such statements.
NOTE: The following notice is included to meet certain legal requirements.
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MAF will be filing a registration statement containing a proxy
statement/prospectus and other documents regarding the proposed transaction with
the Securities and Exchange Commission. EFC BANCORP SHAREHOLDERS ARE URGED TO
READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION ABOUT MAF AND EFC, AND THE PROPOSED TRANSACTION.
When available, copies of this proxy statement/prospectus will be mailed to EFC
shareholders, and it and other documents filed by MAF or EFC with the SEC may be
obtained free of charge at the SEC's web site at http://www.sec.gov, or by
directing a request to MAF at 55th Street & Holmes Avenue, Clarendon Hills, IL
60514 or EFC at 1695 Larkin Avenue, Elgin, IL 60123.
EFC and its directors, executive officers and certain other members of
management and employees may be soliciting proxies from their stockholders in
favor of the proposed merger. Information regarding such persons who may, under
the rules of the SEC, be considered to be participants in the solicitation of
EFC's stockholders in connection with the proposed merger is set forth in EFC's
proxy statement filed with the SEC on March 17, 2005 relating to its annual
meeting of stockholders held on April 19, 2005. Additional information will be
set forth in the proxy statement/prospectus when it is filed with the SEC.