Exhibit 99.1
PRESS RELEASE
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FOR IMMEDIATE RELEASE CONTACT:
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Frederick A. Marcell Jr.
President and Chief
Executive Officer
Willow Grove Bancorp, Inc.
(215) 646-5405
Donna M. Coughey
President and Chief
Executive Officer
Chester Valley Bancorp Inc.
(610) 269-9700
SHAREHOLDERS OF WILLOW GROVE BANCORP, INC. AND
CHESTER VALLEY BANCORP INC. APPROVE MERGER
Maple Glen and Downington, Pennsylvania, June 14, 2005 -- The merger of
Chester Valley Bancorp Inc. (Nasdaq: CVAL) with and into Willow Grove
Bancorp, Inc. (Nasdaq: WGBC) was approved by shareholders of both companies
at special meetings held earlier today. Pending the receipt of regulatory
approvals, the merger is expected to close during the third quarter of 2005.
Under the terms of the merger agreement, each outstanding share of CVAL common
stock will be converted into the right to receive either $27.90 in cash or
1.4823 shares of WGBC common stock, at the election of the holder, subject to
an overall requirement that 64.76% of the total outstanding CVAL common stock
be exchanged for stock.
Frederick A. Marcell Jr., President and Chief Executive Officer of Willow
Grove Bancorp, stated "We are pleased that shareholders of both companies have
approved the merger and we look forward to serving our communities with the
combined resources of Willow Grove Bank and First Financial Bank."
Donna M. Coughey, President and Chief Executive Officer of Chester Valley
Bancorp, stated that "This combination will provide significant benefits for
our customers and shareholders and I am looking forward to the implementation
of all of our merger planning efforts. The merger will result in a larger,
more diversified organization serving our combined markets in and around
Chester, Montgomery, Bucks and Philadelphia Counties, Pennsylvania." Following
the merger, Ms. Coughey will serve as President and Chief Executive Officer of
the combined company upon Mr. Marcell's previously announced retirement.
Willow Grove Bancorp, Inc. is the holding company for Willow Grove Bank, a
federally chartered savings bank. Willow Grove Bank was founded in 1909 and
conducts its business from its headquarters in Maple Glen, Pennsylvania, with
additional branch locations in Bustleton, Dresher, Hatboro, Holland,
Huntingdon Valley, North Wales,
Rhawnhurst, Roslyn Valley, Somerton, Southampton, Warminster (two) and Willow
Grove. Additional information is available at: www.willowgrovebank.com.
Chester Valley Bancorp Inc. is the parent company of both First Financial Bank
and Philadelphia Corporation for Investment Services. First Financial Bank's
executive offices are located in Downingtown, Pennsylvania with additional
branch locations in Exton, Frazer, Thorndale, Westtown, Airport Village,
Brandywine Square, Devon, Kennett Square, Eagle, Coatesville, Avondale and
West Chester.
Forward Looking Statements. A number of the matters discussed in this message
that are not historical or current facts deal with potential future
circumstances and developments, in particular, information regarding the new
company and the expected merger of the two bank subsidiaries, First Financial
Bank and Willow Grove Bank, including expected synergies resulting from that
merger, combined operating and financial data, future banking plans, future
employee benefit plans, and whether and when the transactions contemplated by
the merger agreement will be consummated. The discussion of such matters is
qualified by the inherent risks and uncertainties surrounding future
expectations generally, and also may materially differ from actual future
experience involving any one or more of such matters. Such risks and
uncertainties include: the failure to realize capital, operating expense and
other synergies; the result of the review of the proposed merger by various
regulatory agencies, and any conditions imposed on the new company in
connection with consummation of the merger; satisfaction of various conditions
to the closing of the merger contemplated by the merger agreement; and the
risks that are described from time to time in Chester Valley Bancorp's and
Willow Grove Bancorp's respective reports filed with the SEC, including each
company's annual report on Form 10-K for the year ended June 30, 2004 and
quarterly report on Form 10-Q for the quarters ended September 30 and December
31, 2004 and March 31, 2005. This message speaks only as of its date, and
Chester Valley Bancorp and Willow Grove Bancorp each disclaims any duty to
update the information herein.
Additional Information and Where to Find It. In connection with the proposed
merger, a registration statement on Form S-4 and an amendment thereto were
filed with the SEC and the registration statement became effective on April
27, 2005. CHESTER VALLEY BANCORP AND WILLOW GROVE BANCORP SHAREHOLDERS ARE
ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS THAT IS
PART OF THE REGISTRATION STATEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE MERGER. The final joint proxy statement/prospectus has been mailed
to shareholders of Chester Valley Bancorp and Willow Grove Bancorp.
Shareholders are able to obtain the documents free of charge at the SEC's
website, www.sec.gov, from Chester Valley Bancorp by calling Joseph T. Crowley,
or from Willow Grove Bancorp by calling Christopher E. Bell.
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