The Offering The Bank, in accordance with the plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30, 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”), and (4) Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of Maryland. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).
Terms of the Offer Upon the terms and subject to the conditions of the Offer, Purchaser will accept for payment and pay for all Shares which are validly tendered prior to the Expiration Date and not withdrawn in accordance with Section 4. The term "Expiration Date" means 12:00 midnight, New York City time, on Monday, June 9, 1997, unless and until Purchaser, subject to the terms of the Merger Agreement, shall have extended the period of time during which the Offer is open, in which event the term "Expiration Date" shall refer to the latest time and date at which the Offer, as so extended by Purchaser, shall expire. Pursuant to the Merger Agreement, and subject to the terms and conditions of the Offer, if all of the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if all of the Conditions have not been satisfied on any Expiration Date of the Offer and the Merger Agreement has not been terminated in accordance with its terms, Purchaser may but shall not be obligated to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event beyond November 15, 1997 if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to amend the terms and conditions of the Offer in any respect by giving oral or written notice of such amendment to the Depositary. Without the consent of the Company, however, no amendment may be made which (x) decreases the price per Share or changes the form of consideration payable in the Offer, (y) decreases the number of Shares sought, or (z) imposes additional conditions to the Offer or amends any other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) terminate the Offer and return all tendered Shares to tendering stockholders, (ii) extend the Offer and, subject to withdrawal rights as set forth in Section 4, retain all such Shares until the expiration of the Offer as so extended, (iii) waive such Condition and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered and not withdrawn by the Expiration Date or (iv) delay acceptance for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, any Shares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver of the Conditions to the Offer. For a description of Purchaser's right to extend the period of time during which the Offer is open, and to amend, delay or terminate the Offer, see Section 15. Any extension, amendment or termination will be followed as promptly as practicable by public announcement thereof, the announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a release to the Dow Xxxxx News Service. 5