HAZARD, Ky. (Jan. 2, 2013) — Kentucky First Federal Bancorp (Nasdaq:KFFB), the holding company for First Federal Savings and Loan Association of Hazard and First Federal Savings Bank of Frankfort, announced Tuesday the completion of its acquisition of CKF Bancorp, Inc., the holding company for Central Kentucky Federal Savings Bank. As a result of the merger, CKF Bancorp was merged with and into Kentucky First, with Kentucky First as the surviving entity, and Central Kentucky Federal Savings Bank was merged with and into First Federal Savings Bank of Frankfort, with First Federal Savings Bank of Frankfort as the surviving entity.
“We are extremely pleased to be able to complete the merger,” said Tony D. Whitaker, chairman of the board of Kentucky First. “We continue to see new possibilities that will result from the combination of our fine companies and great banks. Also, we are certainly appreciative for the patience of our shareholders and especially the CKF shareholders through this long process.”
The results of the elections made by CKF Bancorp shareholders as to the form of consideration to be received due to the merger are as follows:
– Stock elections: CKF Bancorp shareholders who validly elected to receive all Kentucky First common stock will receive 1.1743 shares of Kentucky first common stock for each share of CKF Bancorp common stock with respect to which that election was made;
– Non-elections: CKF Bancorp shareholders who validly elected either the “No Election” choice or who did not make a valid election will receive 1.1743 shares of Kentucky First common stock for each share of CKF Bancorp common stock held immediately prior to the merger; and
– Cash elections: Cash elections were oversubscribed and therefore subject to the pro-ration calculations specified in the merger agreement, so that in the aggregate 690,943 of the shares of CKF Bancorp common stock outstanding immediately prior to the merger were converted into shares of Kentucky First common stock and the remaining shares of CKF Bancorp common stock outstanding immediately prior to the merger were converted into the right to receive $9.50 in cash, without interest. Because of the pro-ration required by the oversubscription of cash elections, CKF Bancorp shareholders who validly elected to receive cash will receive $9.50 in cash, without interest, for 61.44 percent of their shares and 1.1743 shares of Kentucky First common stock for 38.56 percent of their shares.
Under the terms of the merger agreement, cash will be issued in lieu of fractional shares.
Kentucky First was advised by Capital Resources Group, Inc. and the law firm of Kilpatrick Townsend and Stockton LLP. CKF Bancorp was advised by RP Financial, LC. and the law firm of Luse Gorman Pomerenk & Schick, P.C.
Pursuant to the merger agreement, W. Banks Hudson and William H. Johnson, who both currently serve on the board of directors of CKF Bancorp, will be appointed to the board of directors of Kentucky First. Mr. Johnson, former President and CEO of CKF Bancorp and Central Kentucky Federal Savings Bank, will serve in the position of Vice President of Kentucky First and Senior Vice President and President of the Danville-Lancaster Operations of First Federal of Frankfort. Russell M. Brooks, former Executive Vice President and Chief Financial Officer of CKF Bancorp and Central Kentucky Federal Savings Bank, will serve as Vice President of Kentucky First and CFO of First Federal of Frankfort.
On Aug. 17, Kentucky First announced that Tony D. Whitaker would retire from daily activity at the end of 2012. Mr. Whitaker will remain as chairman of the board of directors of Kentucky First, while Don D. Jennings, currently serving as president and chief operating officer, will assume the role of chief executive officer, as well. Mr. Whitaker also retired as president and CEO of First Federal Savings and Loan Association of Hazard. Mrs. Lou Ella Farler, former vice president of the association, assumes the responsibilities of president and CEO of the Hazard bank.