
Company Website:
http://www.savingsinstitute.com
WILLIMANTIC, Conn. -- (Business Wire)
SI Financial Group, Inc. (the “Company”) (Nasdaq: SIFI), holding company
for Savings Institute Bank and Trust Company, announced today that the
conversion and offering are expected to be completed on January 12,
2011. The closing of the transaction is subject to the satisfaction of
customary closing conditions.
As a result of the conversion and offering, SI Bancorp, MHC and SI
Financial Group will cease to exist and new SI Financial Group, a
Maryland corporation, will become the parent holding company of Savings
Institute Bank and Trust Company and will be wholly owned by public
stockholders.
A total of 6,544,493 shares of common stock are expected to be sold in
the subscription and community offerings at $8.00 per share, including
392,670 shares to be purchased by the Savings Institute Bank and Trust
Company Employee Stock Ownership Plan. As part of the conversion, each
existing share of SI Financial Group is expected to be converted into
the right to receive 0.8981 of a share of new SI Financial Group common
stock. The exchange ratio ensures that, after the conversion and
offering, the public shareholders will maintain approximately the same
ownership interest in new SI Financial Group as they owned in SI
Financial Group. Cash will be issued in lieu of fractional shares based
on the offering price of $8.00. Total shares outstanding after the stock
offering and the exchange are expected to be approximately 10,577,467
shares.
SI Financial Group common stock will continue to trade on the Nasdaq
Global Market under the trading symbol SIFI through January 12, 2011.
Beginning on January 13, 2011, the shares of new SI Financial Group
common stock will trade on the Nasdaq Global Market under the trading
symbol SIFID for a period of 20 trading days. Thereafter, the trading
symbol will revert to SIFI.
Stock certificates for shares purchased in the subscription offering and
community offering are expected to be mailed to subscribers on or about
January 12, 2011. Stockholders of SI Financial Group holding shares in
street name will receive shares of new SI Financial Group within their
accounts automatically. Stockholders of SI Financial Group holding
shares in certificated form will be mailed a letter of transmittal on or
about January 14, 2011 and will receive their shares of new SI Financial
Group common stock and cash in lieu of fractional shares after returning
their stock certificates and a properly completed letter of transmittal
to SI Financial Group’s transfer agent.
Stifel, Nicolaus & Company, Incorporated acted as financial advisor to
SI Financial Group. Kilpatrick Townsend & Stockton LLP acted as legal
counsel to SI Financial Group.
SI Financial Group is the holding company for Savings Institute Bank and
Trust Company. Established in 1842, Savings Institute Bank and Trust
Company is a community-oriented financial institution headquartered in
Willimantic, Connecticut. Through its twenty-one branch locations,
Savings Institute Bank and Trust Company offers a full-range of
financial services to individuals, businesses and municipalities within
its market area.
This press release contains certain forward-looking statements about the
conversion and offering. 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 conversion and offering,
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 SI Financial Group and Savings
Institute Bank and Trust Company 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.
The shares of common stock of new SI Financial Group 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.

Contacts:
SI Financial Group, Inc.
Sandra M. Mitchell, 860-456-6509
Vice
President/Director of Corporate Communications
Source: SI Financial Group, Inc.
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