Flushing Atlantic Liberty
Financial Corp. Financial Corp.
CONTACT:
John R. Buran Barry M. Donohue
President and Chief Executive Officer President and Chief Executive Officer
Flushing Financial Corporation Atlantic Liberty Financial Corporation
(718) 961-5400 (718) 855-3555
FOR IMMEDIATE RELEASE
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Flushing Financial Corporation to Acquire Atlantic Liberty Financial
Corporation, Enhancing Its Community Banking Franchise in New York City
LAKE SUCCESS, New York, December 21, 2005 -- Flushing Financial Corporation
(NASDAQ: FFIC), the parent holding company for Flushing Savings Bank, FSB,
announced today the signing of a definitive agreement to acquire Atlantic
Liberty Financial Corporation (NASDAQ: ALFC), and its subsidiary Atlantic
Liberty Savings, FA, based in Brooklyn, New York.
Under the terms of the agreement, which has been approved by the Boards of
Directors of both companies, Atlantic Liberty's shareholders may elect to
receive $24.00 in cash, 1.43 FFIC shares per ALFC share owned, or a combination
thereof, subject to aggregate allocation to all Atlantic Liberty's shareholders
of 65% stock / 35% cash. The transaction has an aggregate value of approximately
$41.9 million, based on Flushing Financial's share price at the close of
business on December 20, 2005.
Atlantic Liberty operates two branches in prime areas of Brooklyn, New York. As
of September 30, 2005, Atlantic Liberty had total assets of $177.1 million,
loans of $124.7 million, deposits of $104.7 million and shareholders' equity of
$28.7 million.
Flushing Financial expects the transaction to be accretive to both earnings per
share and tangible book value per share. The transaction will provide Flushing
Financial with a presence on Montague Street and on Avenue J in Brooklyn, two
highly attractive markets. An advisory board consisting of Atlantic Liberty
directors will provide guidance to Flushing Financial in its continued Brooklyn
expansion.
"This acquisition will significantly enhance our franchise," said John R. Buran,
Flushing Financial's President and Chief Executive Officer. "Atlantic Liberty's
Montague Street branch is in the hub of the Brooklyn business community and
provides a great platform for our continued growth in Brooklyn. The Avenue J
location is in a neighborhood where we already have a significant lending
presence."
"The transaction will give our customers and employees the benefits of a larger,
well run and financially sound institution that will be able to offer an
enhanced menu of banking services" said Barry M. Donohue, Atlantic Liberty's
Chief Executive Officer. "We are quite pleased that we reached an agreement with
Flushing Financial and are confident this union will allow our staff to continue
to offer the excellent service our customers, as well as our local communities,
are accustomed to receiving at Atlantic Liberty Savings."
The transaction is subject to approval by the shareholders of Atlantic Liberty,
customary regulatory approvals, and other customary conditions. The transaction
is expected to close in the second quarter of 2006.
Keefe, Bruyette & Woods served as Flushing Financial's financial advisor and
Thacher Proffitt & Wood LLP served as Flushing Financial's counsel. Sandler
O'Neill & Partners, L.P. served as Atlantic Liberty's financial advisor and Luse
Gorman Pomerenk & Schick, P.C. served as Atlantic Liberty's counsel.
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Flushing Financial Corporation
Page Two - December 21, 2005
About Flushing Financial Corporation
Flushing Financial Corporation is the holding company for Flushing Savings Bank,
FSB, a federally chartered stock savings bank insured by the Federal Deposit
Insurance Corporation (FDIC). The Bank conducts its business through nine
banking offices located in Queens, Brooklyn, Manhattan and Nassau County.
Additional information regarding Flushing Financial Corporation may be obtained
by visiting its web site at www.flushingsavings.com.
About Atlantic Liberty Financial Corporation
Atlantic Liberty Financial Corporation is a $177 million holding company that
operates its main business activities through its subsidiary savings association
in Brooklyn, New York. Atlantic Liberty was originally a New York building and
loan association serving the Brooklyn community since 1888. It became a
federally chartered savings association in 1983. Atlantic Liberty conducts its
business from their main office and one branch office, both of which are located
in prime areas of Brooklyn. Additional information regarding Atlantic Liberty
Financial Corporation may be obtained by visiting its web site at
http://www.atlanticlibertysavings.com.
Forward-looking Information
This press release contains forward-looking statements, including statements
about Flushing Financial Corporation's acquisition of Atlantic Liberty Financial
Corporation. The forward-looking statements involve certain risks and
uncertainties. The following factors, among others, could cause actual results
to differ materially from the anticipated results or other expectations
expressed in the forward-looking statements: (1) the businesses of Flushing
Financial and Atlantic Liberty may not be combined successfully, or such
combination may take longer to accomplish than expected; the cost savings from
the merger may not be fully realized or may take longer to realize than
expected; (3) operating costs, customer loss and business disruption following
the merger, including adverse effects on relationships with employees, may be
greater than expected; (4) governmental approvals of the merger may not be
obtained, or adverse regulatory conditions may be imposed in connection with
governmental approvals of the merger; (5) the stockholders of Atlantic Liberty
may fail to approve the merger; (6)adverse governmental or regulatory policies
may be enacted; (7) the interest rate environment may further compress margins
and adversely affect net interest income: (8) the risks associated with
continued diversification of assets and adverse changes to credit quality; (9)
difficulties associated with achieving expected future financial results; (10)
competition from other financial services in Flushing Financial's and Atlantic
Liberty's markets; and (11) the risk of an economic slowdown that would
adversely affect credit quality and loan originations. Additional factors that
could cause actual results to differ materially from those expressed in the
forward-looking statements are discussed in Flushing Financial's and Atlantic
Liberty's reports (such as Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K) filed with the Securities and
Exchange Commission ("SEC") and available at the SEC's Internet site
(http://www.sec.gov).
Additional Information
Flushing Financial Corporation will file a registration statement on Form S-4,
which will contain a Proxy Statement/Prospectus to be distributed to the
stockholders of Atlantic Liberty Financial Corporation in connection with their
vote on the proposed transaction, and both companies will file other relevant
documents concerning the proposed transaction with the SEC. Investors and
stockholders of Flushing Financial and Atlantic Liberty are urged to read the
registration statement, the Proxy Statement/Prospectus and the other relevant
materials when they become available, as well as any amendments or supplements
to those documents, because they will contain important information.
The documents filed by Flushing Financial and Atlantic Liberty with the SEC may
be obtained free of charge at the SEC's website at www.sec.gov. Flushing
Financial's documents may also be obtained free of charge by visiting Flushing
Financial's website at http://www.flushingsavings.com or requesting them in
writing to Flushing Financial Corporation, 1979 Marcus Avenue, Suite E140, Lake
Success, NY 11042; Attention: Investor Relations, or by telephone at (718)
961-5400. Atlantic Liberty's documents may also be obtained free of charge by
requesting them in writing to Atlantic Liberty Financial Corporation, 186
Montague Street, Brooklyn, NY 11201; Attention: Investor Relations, or by
telephone at (718) 855-3555.
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