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February 24, 2014
06:26 EDTPBSKStilwell says Poage should be sold to 'maximize shareholder value'
Stilwell Value Partners, which owns a 9.5% stake in Poage Bankshares, said in a regulatory filing, "We are filing this Seventh Amendment to announce that we have taken the steps necessary to nominate an individual for election as a director at the Issuer's 2014 annual meeting of stockholders. We have lost confidence in the board and management and believe the Issuer should be sold to maximize shareholder value...In our view, the Issuer's recent decision to buy another bank at a premium to tangible book value instead of repurchasing its own shares at a substantial discount to tangible book value was foolish, misguided and shows that the current board is not focused on maximizing shareholder value. We intend to seek board representation with the goal of maximizing shareholder value."
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September 9, 2014
16:59 EDTPBSKPoage Bankshares to acquire Commonwealth Bank in conversion merger
Poage Bankshares and Mt. Sterling-based Commonwealth Bank, F.S.B. announced that they have entered into a definitive agreement for Poage to acquire Commonwealth in a conversion merger transaction. Poage does not expect the acquisition of Commonwealth to have a material impact on its EPS or a tangible book value per share. At June 30, Commonwealth had total assets of $19.1M, deposits of $15.3M and total equity of $1.8M. Under the terms of the definitive agreement, which has been approved by the boards of both institutions, Commonwealth will convert from a federally-chartered mutual savings association to a federally-chartered stock savings association and issue all of its outstanding shares of common stock to Poage. In connection with the acquisition and in accordance with a related Plan of Conversion Merger, Poage will offer newly issued shares of its common stock in a subscription offering, on a priority basis, first to eligible depositors of Commonwealth as of the close of business on July 31, 2013, and then to other eligible members of Commonwealth. If any shares remain unsold in the subscription offering, Poage will offer those shares in a community offering and, if necessary, in a syndicated community offering. The amount of stock that Poage will issue and sell will be based on an independent appraisal of Commonwealth. Following the completion of the stock offering, Commonwealth will merge with and into Town, with Town as the surviving institution. The transaction is expected to close in the 2Q15.

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