8-K
filed July 17, 2023, 7:59 PM ET
CIK 0001550603
M&A
confidence high
sentiment neutral
materiality 1.00
MALVERN BANCORP, INC.: M&A transaction — First Bank completes acquisition of Malvern Bancorp for ~$129.7M; MLVF delisted
MALVERN BANCORP, INC.
- Acquisition completed July 17; Malvern shareholders receive $7.80 cash + 0.7733 FRBA shares per MLVF share.
- Total transaction value ~$129.7M; combined entity has ~$3.8B in assets.
- Malvern common stock delisted from Nasdaq; trading suspended before market open July 17.
- First Bank expands board by three seats, appointing Malvern directors Fish, Kent, and Leitzell.
- Malvern directors and executive officers cease; Malvern ceases to exist as separate entity.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.9
Leitzell departed as Director at MALVERN BANCORP, INC..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
At the Effective Time, Malvern’s directors and executive officers ceased serving in such capacities.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Kent departed as Director at MALVERN BANCORP, INC..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
At the Effective Time, Malvern’s directors and executive officers ceased serving in such capacities.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Fish departed as Director at MALVERN BANCORP, INC..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
At the Effective Time, Malvern’s directors and executive officers ceased serving in such capacities.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
MALVERN BANCORP, INC.: As a result of merger, Malvern ceased to exist; First Bank's charter and bylaws became the governing documents of the surviving corporation.
- Change
- bylaw amendment
Exact text from the filing
As a result of the Merger, at the Effective Time Malvern ceased to exist and First Bank continued as the surviving corporation. The certificate of incorporation of First Bank as in effect immediately prior the Effective Time became and shall remain the certificate of incorporation of the surviving corporation, and the bylaws of First Bank as in effect immediately prior to the Effective Time became and shall remain the bylaws of the surviving corporation.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
MALVERN BANCORP, INC. underwent a change of control involving First Bank for $7.80 in cash and 0.7733 shares of First Bank common stock (closed 2023-07-17).
- Action
- change of control
- Counterparty
- First Bank
- Consideration
- $7.80 in cash and 0.7733 shares of First Bank common stock
- Closing
- 2023-07-17
Exact text from the filing
to the terms of the Merger Agreement, at the effective time of the Merger (the “ Effective Time ”), each share of Malvern common stock was converted into the right to receive $7.80 in cash and 0.7733 shares of First Bank common stock, with cash paid in lieu of fractional shares pursuant to the Merger Agreement. At the Effective Time, each outstanding Malvern
View on SEC.gov
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