Naugatuck Valley Financial going public solo

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Naugatuck Valley Financial Corp is going public, but will go it alone.

The parent of Naugatuck Valley Savings & Loan said recently it will pursue a plan it announced last year to convert to a public company, but without acquiring another bank that was originally part of the plan.

Naugatuck Valley announced Feb. 23 a plan to acquire Southern Connecticut Bancorp and simultaneously reorganize, converting from a mutual holding company — which owns about 60 percent of the company’s outstanding shares — into a stock holding company.

Once the conversion, commonly referred to as “second step” conversion, was complete, the company planned to sell its outstanding shares to the public and use some of the proceeds to complete the acquisition.

The plan to acquire Southern Connecticut Bancorp fell apart in November, when both sides agreed to terminate the acquisition agreement due to regulatory opposition.

Naugatuck Valley said, however, it expects to file the regulatory applications to convert to a public company later this quarter.
The 60 percent of the shares in the company controlled by Naugatuck Valley’s mutual holding company will be offered for sale to account holders and tax-qualified employee plans in a subscription offering. The price of the shares will be based on an independent appraisal of the company.

If any shares remain unsold after the subscription offering, they will be offered to the general public in a community offering and then, if necessary, in a broker-assisted syndicated community offering.

Stockholders who control the remaining 40 percent of the company’s outstanding common stock will receive shares of the new company’s common stock based on an exchange ratio designed to preserve the existing ownership percentage.

The conversion is subject to regulatory approval, the approval of the depositors of Naugatuck Valley Savings & Loan, and the approval of the company’s stockholders. It is expected to be completed by the end of September.

Naugatuck Valley has 10 banking offices, assets of $581 million and about 130 employees.