M&A - CFSB Bancorp, Inc. /MA/

Form Type: 8-K

Filing Date: 2025-05-21

Corporate Action: Merger

Type: New

Accession Number: 000119312525123609

Filing Summary: On May 20, 2025, CFSB Bancorp, Inc. entered into an Agreement and Plan of Merger with Hometown Financial Group, MHC, Hometown Financial Group, Inc., Hometown Financial Acquisition Corp. II, and 15 Beach, MHC. The merger consists of multiple steps, beginning with the merger of 15 Beach into MHC, after which MHC remains as the surviving entity. Subsequently, Merger Sub merges into CFSB Bancorp, making CFSB the surviving corporation, followed by the merger of CFSB into Hometown. Post-merger, Colonial Federal Savings Bank will merge into North Shore Bank, with North Shore Bank as the surviving entity. Shareholders of CFSB will receive $14.25 in cash per share of common stock at the Effective Time. The Merger Agreement has been approved by the Boards of Directors and specifies termination rights, a $1.55 million fee for cancellation under certain conditions, and is subject to regulatory approvals with an expected completion in Q4 2025. Voting agreements were executed by the Board members to support the merger, representing approximately 61.36% ownership of the company’s common stock. A joint press release announcing the merger was issued on the same day, and the filing includes additional regulatory disclosures and forward-looking statements.

Form Type: DEFA14A

Filing Date: 2025-05-21

Corporate Action: Merger

Type: New

Accession Number: 000119312525123612

Filing Summary: On May 20, 2025, CFSB Bancorp, Inc. entered into a Merger Agreement with Hometown Financial Group, MHC, Hometown Financial Group, Inc., Hometown Financial Acquisition Corp. II, and 15 Beach, MHC. The agreement outlines a sequence of mergers including the merger of 15 Beach with MHC, followed by the merger of the Company into Hometown, concluding with Colonial Federal Savings Bank merging into North Shore Bank. Shareholders of CFSB Bancorp are set to receive $14.25 in cash per share upon the merger's completion, which is anticipated by Q4 of 2025, pending regulatory approvals and shareholder consent. The Merger Agreement includes standard representations and warranties, as well as specific covenants by the Company to operate its business normally prior to the merger. Directors and executive officers of the Company, holding approximately 61.36% of shares, have committed to vote in favor of the merger. A termination fee of $1.55 million is stipulated if the agreement is ended under certain conditions.