FOR IMMEDIATE RELEASE
For additional information contact:
Richard A. Foss
President and Chief Executive Officer
(217) 245-4111
JACKSONVILLE BANCORP, INC. TO COMMENCE SECOND STEP
CONVERSION AND OFFERING
Jacksonville, Illinois (May 24, 2010) - Jacksonville Bancorp, Inc., a federal
corporation (NASDAQ: JXSB), the holding company of Jacksonville Savings Bank,
located in Jacksonville, Illinois announced today that Jacksonville Bancorp,
Inc., a Maryland corporation ("Jacksonville Bancorp-Maryland"), the proposed
holding company for Jacksonville Savings Bank, and Jacksonville Bancorp, MHC
have received conditional regulatory approval to commence the second step
conversion and offering. Jacksonville Bancorp, Inc. also announced today that
the registration statement relating to the sale of common stock of Jacksonville
Bancorp-Maryland has been declared effective by the Securities and Exchange
Commission.
Jacksonville Bancorp-Maryland is offering for sale the 54.1% ownership interest
currently owned by Jacksonville Bancorp, MHC in Jacksonville Bancorp, Inc.,
which is equivalent to between $10.0 million and $13.5 million, or between
998,750 and 1,351,250 shares of common stock at $10.00 per share. Jacksonville
Bancorp-Maryland may increase the number of shares that it sells in the
offering, without notice to persons who have subscribed for shares, by up to
15%, to $15.5 million or 1,553,938 shares, as a result of market demand,
regulatory considerations or changes in financial markets. The number of shares
to be sold in the offering and issued to public stockholders in the exchange is
based on an independent appraisal of the estimated pro forma market value of
Jacksonville Bancorp-Maryland at February 19, 2010.
At the conclusion of the conversion and offering, the existing shares of common
stock held by the public stockholders of Jacksonville Bancorp, Inc. will be
exchanged for between 0.9615 and 1.3009 shares of Jacksonville Bancorp-Maryland,
subject to a 15% increase to 1.4960 shares, based on the independent appraisal.
The offering and exchange ratio ranges could change as a result of regulatory
review or due to updates to the independent appraisal, reflecting, among other
things, changes in market conditions before or during the offering. After the
completion of the conversion and offering, Jacksonville Bancorp-Maryland will be
100% owned by public stockholders, and Jacksonville Bancorp, Inc. and
Jacksonville Bancorp, MHC will each cease to exist.
The completion of the conversion and offering is subject to, among other things,
selling a minimum of 998,750 shares in the offering, the receipt of all
necessary final regulatory approvals, the receipt of the approval of the
depositors of Jacksonville Savings Bank as of May 10, 2010, and the receipt of
the approval of the stockholders of Jacksonville Bancorp, Inc. as of May 10,
2010.
On or about May 24, 2010, offering materials will be mailed to Jacksonville
Savings Bank depositors eligible to purchase shares in the subscription
offering, and proxy materials will be mailed to depositors and stockholders. The
subscription offering and community offering are expected to expire at 12:00
noon, Central Time, on June 15, 2010. Shares not sold in the subscription and
community offerings may be sold in a syndicated community offering that will
commence at a later date.
Jacksonville Bancorp-Maryland has established a Stock Information Center to
handle inquiries of its depositors and stockholders with respect to the
subscription and community offerings. The Stock Information Center will open on
May 24, 2010. The Stock Information Center's telephone number is (877) 860-2070.
Hours of operation will be from 9:00 a.m. to 5:00 p.m., Central Time, Monday
through Friday, excluding bank holidays. A copy of the prospectus relating to
the subscription and community offerings may be obtained from the Stock
Information Center beginning on May 24, 2010.
Keefe, Bruyette & Woods, Inc. is assisting Jacksonville Bancorp-Maryland in
selling its common stock in the subscription and community offerings on a best
efforts basis. Luse Gorman Pomerenk & Schick, P.C. is serving as legal counsel
to Jacksonville Bancorp, Inc. and Jacksonville Bancorp-Maryland.
Jacksonville Savings Bank is headquartered in Jacksonville, Illinois and
operates through seven banking offices located in Jacksonville, Virden,
Litchfield, Chapin, and Concord, Illinois.
This press release contains certain forward-looking statements about the
conversion and reorganization. Forward-looking statements include statements
regarding anticipated future events and can be identified by the fact that they
do not relate strictly to historical or current facts. They often include words
such as "believe," "expect," "anticipate," "estimate," and "intend" or future or
conditional verbs such as "will," "would," "should," "could," or "may."
Forward-looking statements, by their nature, are subject to risks and
uncertainties. 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 business in which
Jacksonville Bancorp, Inc. and its subsidiaries are engaged.
A registration statement relating to these securities has been filed with the
United States Securities and Exchange Commission. This press release is neither
an offer to sell nor a solicitation of an offer to buy common stock. The offer
will be made only by means of the written prospectus forming part of the
registration statement (and, in the case of the subscription offering, an
accompanying stock order form).
Jacksonville Bancorp, Inc. has filed a proxy statement/prospectus concerning the
conversion with the SEC. Stockholders of Jacksonville Bancorp, Inc. are urged to
read the proxy statement/prospectus because it contains important information.
Investors are able to obtain all documents filed with the SEC by Jacksonville
Bancorp, Inc. and Jacksonville Bancorp-Maryland free of charge at the SEC's
website, www.sec.gov. In addition, documents filed with the SEC by Jacksonville
Bancorp, Inc. and Jacksonville Bancorp-Maryland are available free of charge
from the Corporate Secretary of Jacksonville Bancorp, Inc. at 1211 West Morton
Avenue, Jacksonville, Illinois 62650, Attention: Corporate Secretary.
The directors, executive officers, and certain other members of management and
employees of Jacksonville Bancorp, Inc. are participants in the solicitation of
proxies in favor of the conversion from the stockholders of Jacksonville
Bancorp, Inc. Information about the directors and executive officers of
Jacksonville Bancorp, Inc. is included in the proxy statement/prospectus filed
with the SEC.
The shares of 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.