Exhibit 99.1
Press Release FOR IMMEDIATE RELEASE
Contact: David J. O'Connor, President and CEO
Telephone: (860) 253-5200
ENFIELD MUTUAL HOLDING COMPANY
TO CONDUCT SECOND STEP CONVERSION
(Announces Adoption of Plan of Conversion and Reorganization)
Enfield, Connecticut - (July 11, 2005) New England Bancshares, Inc.
(OTCBB: NEBS), today announced that the Boards of Directors of Enfield Mutual
Holding Company, New England Bancshares and Enfield Federal Savings and Loan
Association unanimously adopted a Plan of Conversion and Reorganization (the
"Plan"), pursuant to which Enfield Federal will reorganize from the mutual
holding company structure to the stock holding company structure. Pursuant to
the terms of the Plan, Enfield Mutual Holding Company will convert from the
mutual form to a federal interim stock savings association and simultaneously
merge with and into Enfield Federal, with Enfield Federal as survivor.
Additionally, New England Bancshares will convert to a federal interim stock
savings association and simultaneously merge with and into Enfield Federal, with
Enfield Federal as survivor. Enfield Federal will form a new Maryland
corporation that will acquire all of the outstanding shares of Enfield Federal's
common stock. Shares of New England Bancshares' common stock, other than those
held by Enfield Mutual Holding Company, will be converted into shares of the new
Maryland corporation pursuant to an exchange ratio designed to approximate the
percentage ownership interests of such persons.
The Plan of Conversion and Reorganization is subject to the approval of:
(1) the Office of Thrift Supervision; (2) at least a majority of the total
number of votes eligible to be cast by members of Enfield Mutual Holding
Company; (3) the holders of at least a majority of the outstanding shares of New
England Bancshares common stock; and (4) at least a majority of votes cast by
holders of New England Bancshares common stock other than Enfield Mutual Holding
Company. The new Maryland holding company will offer shares of its common stock
for sale to Enfield Federal's eligible account holders, to Enfield Federal's
tax-qualified employee benefit plans and to members of the general public in a
subscription and community offering in the manner and subject to the priorities
set forth in the Plan. The highest priority will be depositors with qualifying
deposits as of June 30, 2004.
David J. O'Connor, President and Chief Executive Officer of New England
Bancshares and Enfield Federal, said, "We intend to grow the value of this
franchise by expanding our core businesses. We expect the second-step conversion
to enable us to compete more effectively in the financial services marketplace
while at the same time creating a more active and liquid market for the new
holding company's common stock than currently exists for New England Bancshares'
common stock. We believe that this reorganization will benefit our existing
stockholders members and community alike."
During the conversion and reorganization, the business of Enfield Federal
will continue normally and without interruption. Depositors will continue to
hold accounts in Enfield Federal identical as to dollar amount, rate of return
and general terms (other than voting and liquidation rights) in effect
immediately before the consummation of the conversion and reorganization and
such accounts will continue to be insured by the Federal Deposit Insurance
Corporation to the fullest extent permissible by law. Similarly, the conversion
and reorganization will not affect the existing terms or conditions of
borrowers' loans with Enfield Federal.
Muldoon Murphy & Aguggia LLP will serve as conversion and reorganization
counsel and Keefe, Bruyette & Woods, Inc. has been hired to assist in the sale
of the common stock of the new Maryland holding company. The offering will be
made only by means of a prospectus in accordance with the Securities Act of
1933, as amended, and all applicable state securities laws; this press release
shall not constitute an offer to sell or the solicitation of an offer to buy any
securities.
New England Bancshares, Inc. is headquartered in Enfield, Connecticut, and
operates Enfield Federal Savings and Loan Association with seven banking centers
servicing the communities of Enfield, Manchester, Suffield, East Windsor and
Windsor Locks. At March 31, 2005, New England Bancshares had assets of $213.2
million, deposits of $163.0 million and stockholders' equity of $28.4 million.
For more information regarding Enfield Federal's products and services, please
visit www.enfieldfederal.com.
----------------------
This press release contains certain forward-looking statements about the
transaction. Forward-looking statements include statements regarding the market
for the stock and anticipated future results and can be identified by the fact
that they do not relate strictly to historical or current facts. Certain factors
that could cause actual results to differ materially from expected results
include delays in consummation of the Plan of Conversion and Reorganization,
difficulties in selling the conversion stock or in selling the conversion stock
within the expected time frame, increased competitive pressures, changes in the
interest rate environment, general economic conditions or conditions within the
securities markets, and legislative and regulatory changes that could adversely
affect the businesses in which Enfield Federal and New England Bancshares are
engaged.
2