Lakeview Financial Corp. Contact: Kevin J. Coogan, President
Lakeview Savings Bank (973) 890-1234
Paterson, New Jersey
December 16, 1998
FOR IMMEDIATE RELEASE
- ---------------------
Dime Bancorp, Inc. to Acquire Lakeview Financial Corp.
Paterson, NJ -- December 16, 1998 -- Dime Bancorp, Inc., New York, NY
(NYSE: DME) today announced it has entered into a definitive agreement to
acquire Lakeview Financial Corp. (NASDAQ: LVSB) headquartered in Paterson, New
Jersey in a tax-free transaction valued at approximately $110 million. Lakeview
is the holding company of Lakeview Savings Bank and had assets of $573 million
and deposits of $454 million at October 31, 1998. Lakeview operates eleven
offices, including seven in Passaic County and four in Bergen County.
Lawrence J. Toal, Chairman and Chief Executive Officer of Dime, said,
"The purchase of Lakeview is consistent with our community banking focus and
furthers Dime's strategic objective of increasing our consumer financial
services and business banking franchise in the attractive northern New Jersey
market. In addition to operating efficiencies, we expect to generate additional
revenues by deepening relationships with Lakeview's customers and attracting new
business to the franchise. The acquisition of Lakeview improves our market share
in Passaic County to 5.1% and makes us the 10th largest depository institution
in New Jersey, with deposits of $2.5 billion in 29 offices."
Kevin J. Coogan, President and Chief Executive Officer of Lakeview,
commented, "This transaction is exciting news for our customers and
shareholders. Our customers will be able to access a one hundred office regional
branch network, a state of the art telephone banking center accessible 24 hours
a day - seven days a week, and a broader menu of products and services. Our
shareholders will have the opportunity to participate in the growth of the
greater New York area's premier thrift."
-more-
Under the terms of the agreement, holders of Lakeview common stock may
elect to receive either 0.9 of a share of Dime common stock or $24.26 in cash
for each outstanding share of Lakeview common stock, subject to a requirement
that, in the aggregate, 65% of Lakeview's outstanding shares will be exchanged
for Dime common stock and the remaining shares will be exchanged for cash. The
elections of Lakeview shareholders will be subject to allocation and pro-ration
if either type of the merger consideration is over-subscribed. Based on Dime's
closing price on December 15, 1998, the per share value of the transaction is
$22.68, factoring in both the stock and the cash portions of the consideration.
The transaction, which has been approved by the Boards of Directors of Dime and
Lakeview, is subject to regulatory approvals and approval of Lakeview
shareholders. The transaction is expected to close during the second quarter of
1999.
Dime said that the transaction would be accounted for as a purchase and
is expected to be accretive to earnings within six months of closing. In
connection with the acquisition agreement, Lakeview has granted Dime an option
to acquire 19.9% of Lakeview's outstanding common stock under certain
conditions.
At September 30, 1998, Dime had assets of $21.2 billion and deposits of
$13.5 billion. Dime is a regional bank serving consumers and businesses through
90 branches located throughout the greater New York City metropolitan area.
Directly and through the over 200 offices of its North American Mortgage
subsidiary, Dime also provides consumer financial services and mortgage banking
services throughout the United States.
This release contains certain forward-looking statements regarding each
of Dime Bancorp, Inc. and Lakeview Financial Corp., and the combined company
following the acquisition. Among other things, the statement that Dime expects
the transaction to be accretive to earnings within six months of closing is
forward-looking in nature and subject to uncertainty. A variety of factors could
cause actual results and experience to differ materially from the anticipated
results or other expectations expressed in such forward-looking statements. Such
factors include, but are not limited to: risks and uncertainties related to the
execution of the acquisition, including integration activities, interest rate
movements, competition from both financial and non-financial institutions,
changes in applicable laws and regulations, the timing and occurrence (or
non-occurrence) of other transactions and events that may be subject to
circumstances beyond Dime's or Lakeview's control and general economic
conditions. Dime and Lakeview assume no obligation to update the forward-looking
statements or to update the reasons why actual results could differ from those
projected in the forward-looking statements.
###