Flushing Financial and Flushing Bank Announce Board Appointments
October 29, 2019 at 02:33 am IST
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On October 24, 2019, Flushing Financial Corporation (parent), entered into an Agreement and Plan of Merger with Empire Bancorp Inc., and Lighthouse Acquisition Co. Inc. (Merger Sub). Pursuant to the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge (the First-Step Merger) with and into Empire, with Empire as the surviving entity, and immediately following the effective time of the First-Step Merger, Empire will merge with and into Flushing Financial, with Flushing Financial as the surviving entity (together with the First-Step Merger, the Integrated Mergers). It is anticipated that immediately following the consummation of the Integrated Mergers, Empire's wholly-owned bank subsidiary, Empire National Bank, will merge with and into Flushing Financial's wholly-owned bank subsidiary, Flushing Bank (parent bank), with Flushing Bank as the surviving bank (together with the Integrated Mergers, the Transaction). The Merger Agreement also provides that, effective as of the effective time of the Integrated Mergers, Douglas C. Manditch, Empire's and Empire National Bank's current Chairman of the Board of Directors, President and Chief Executive Officer, will be appointed to serve as a Class C director of the Boards of Directors of Flushing Financial and Flushing Bank. In addition, the Merger Agreement provides that, effective as of the effective time of the Integrated Mergers, Flushing Financial will create an Advisory Board of Flushing Financial and will appoint the current members of Empire's Board of Directors (other than Mr. Manditch) to serve as members of the Advisory Board. Effective as of the Effective Time, Parent shall (i) increase the size of the Parent Board to twelve (12) members and, in its capacity as the sole shareholder of Parent Bank, take such actions as may be necessary to increase the size of the Board of Directors of Parent Bank to twelve (12) members and (ii) appoint Mr. Douglas C. Manditch to the Boards of Directors of Parent and Parent Bank. Mr. Manditch shall be appointed to serve as a Class C director of the Boards of Directors of Parent and Parent Bank.
Flushing Financial Corporation is the holding company for Flushing Bank (the Bank). The Bank offers the products, services, and conveniences associated with large commercial banks, including a full complement of deposit, loan, equipment finance, and cash management services. The Bank's principal business is attracting retail deposits from the general public and investing those deposits together with funds generated from ongoing operations and borrowings, primarily in originations and purchases of multi-family residential properties loans, commercial business loans, commercial real estate mortgage loans and, to a lesser extent, one-to-four family loans; construction loans; small business administration (SBA) loans; mortgage loan surrogates, such as mortgage-backed securities; and United States government securities, corporate fixed-income securities and other marketable securities. The Bank also operates an Internet branch that operates under the brands of iGObanking.com and BankPurely.