United Community Bancorp Adopts Plan of Conversion and Reorganization
LAWRENCEBURG, Ind., March 10, 2011 /PRNewswire/ — United Community Bancorp (the
“Company”) (Nasdaq: UCBA), the holding company for United Community Bank (the
“Bank”), announced today that the Boards of Directors of the Company, United
Community MHC (the “MHC”), the Company’s mutual holding company parent, and the
Bank have adopted a Plan of Conversion and Reorganization (the “Plan”) providing
for the MHC’s conversion from mutual to stock form and the concurrent sale to
the public of the MHC’s approximate 59.3% ownership interest in the Company in a
transaction commonly referred to as a “second step” conversion. As a result of
the second step conversion, the Bank will reorganize as a wholly-owned
subsidiary of a new stock holding company organized under Indiana law, also
named United Community Bancorp, and the MHC and the Company will merge out of
existence.
In 2006, the Bank reorganized into the two-tier mutual holding company structure
and offered a minority of the Company’s outstanding shares of common stock to
the public.
In the second step conversion, new United Community Bancorp will offer and sell
shares of its common stock in an amount representing the MHC’s approximate 59.3%
ownership interest in the Company. The amount sold will be based on an
independent appraisal of new United Community Bancorp and the results of the
offering. New United Community Bancorp will offer the shares for sale to the
Bank’s eligible account holders and tax-qualified employee stock ownership plan
in a subscription offering. If any shares remain unsold after the expiration of
the subscription offering, the unsold shares will be offered for sale to the
public in a community offering and, if necessary, in a broker-assisted community
offering. The highest offering priority will be depositors of the Bank with
qualifying deposits as of the close of business on December 31, 2009.
Stockholders of the Company (other than the MHC), who collectively own
approximately 40.7% of the Company’s outstanding common shares, will receive
shares of new United Community Bancorp common stock based on an “exchange ratio”
designed to preserve their aggregate percentage ownership interest in new United
Community Bancorp. The exchange ratio will also be determined based on an
independent appraisal of new United Community Bancorp and the results of the
offering.
The second step conversion will be subject to approval of the Bank’s depositors,
the Company’s shareholders (including the approval of a majority of the shares
held by persons other than the MHC) and regulatory agencies.
The reorganization and offering will have no impact on the normal business
operations of the Bank and will not affect the terms or conditions of any
deposit or loan accounts held by customers. Deposit accounts will continue to be
insured by the Federal Deposit Insurance Company to the full extent allowed by
the law.
Information, including the details of the offering and business and financial
information about the Company and the Bank, will be provided in proxy materials
and a prospectus when the offering commences, which is expected to be during the
second quarter of 2011.
United Community Bancorp is the holding company of United Community Bank,
headquartered in Lawrenceburg, Indiana. The Bank currently operates nine offices
in Dearborn County and Ripley County, Indiana.
This release is neither an offer to sell nor a solicitation of an offer to buy
common stock. The offer is made only by the prospectus when accompanied by a
stock order form. The shares of common stock of the Company 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.
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 the
Company is engaged.
SOURCE United Community Bancorp
Company Codes: NASDAQ-NMS:UCBA















