Item 2.01 Completion of Acquisition or Disposition of Assets.
Effective
Immediately following the Merger,
Under the terms of the Merger Agreement, Randolph's shareholders are entitled to
receive
The foregoing descriptions of the Merger Agreement and the Merger do not purport
to be complete and are qualified in their entirety by reference to the Merger
Agreement, which is incorporated by reference as Exhibit 2.1 to Randolph's
Current Report on Form 8-K filed on
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As a result of the Merger, Randolph no longer fulfills the listing requirements
of the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective upon the consummation of the Merger, Randolph's directors and executive officers ceased serving in such capacities.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective upon the consummation of the Merger, the Articles of Organization and the By-Laws of Randolph ceased to be in effect.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Description 2.1 Agreement and Plan of Merger, dated as ofMarch 28, 2022 , by and among,Hometown Financial Group , MHC,Hometown Financial Group, Inc. ,Hometown Financial Acquisition Corp. , andRandolph Bancorp, Inc. (incorporated by reference to Exhibit 2.1 of Randolph's Current Report on Form 8-K filed with theSEC onMarch 28, 2022 ). 104 Cover Page Interactive Data File (embedded within the XBRL document)
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