The aggregate merger consideration is $835,221.801ess: (i) the amount, if any, by which
the Company's consolidated stockholders' equity, as determined pursuant to the merger
agreement, is less than $4,100,000 as of the closing date of the merger, provided that any such
deduction shall be offset by a one-time offset of $75,000, plus an additional $65,000 per month,
pro rata on a daily basis for each day in the period beginning on and including August 1, 2015
and ending on (but excluding) October 1, 2015, plus an additional $3,000 for each day in the
period beginning on and including October 1, 2015 and ending on (but excluding) the closing
date, and (ii) the amount, if any, by which the sum of the Company's transaction-related
expenses, the expenses related to the de-conversion of the data processing system under the
Bank's current agreement with its data processor, and the Bank's prepayment fee to be paid to
the Federal Home Loan Bank of Chicago in connection with the early termination of the Bank's
Advances Agreements with the Federal Home Loan Bank, exceeds $3,435,000. The Company
currently expects that its consolidated stockholder's equity will be less than $4,100,000, which
will impact the calculation of the aggregate merger consideration as described below.
Specifically, the Company expects that the proposed merger will close on or around
September 30, 2015. Based on the Company's current projections, the Company believes that its
consolidated stockholder's equity, as determined pursuant to the merger agreement, could be
approximately $3.65 million on September 30, 2015. As discussed below in more detail in the
Proxy Statement, the aggregate merger consideration to be paid to stockholders at closing as
calculated under the merger agreement would therefore be approximately $594,000, or
(assuming that the currently outstanding 1,193,174 shares of the Company's common stock
remain unchanged at the closing) $0.50 in cash per share. While the Company believes that a
reasonable estimate of possible aggregate merger consideration could range between
approximately $41.8,000 and $594,000 (or a per share merger consideration of between
approximately $0.35 and $0.50), the Company's actual consolidated stockholder's equity, as
determined pursuant to the merger agreement, at the time of closing could be less than the low
end of such range and, therefore, the actual aggregate merger consideration and per share merger
consideration could be less than currently estimated.
The merger consideration is to be calculated as described above and elsewhere in the
Proxy Statement attached hereto, and will not be determined until after the date of the annual
meeting. Therefore, at the time of the annual meeting, you will not know the precise per share
merger consideration you may receive on the date the merger is completed. See "What the
Company's Stockholders Will Receive" in the attached Proxy Statement.
The Company's common stock is traded on the over-the-counter market and is quoted on
the OTCPINK under the symbol "PFED." The closing price of the Company's common stock
on August 17, 2015 was $0.30 per share.
