Parkway Bancorp, Inc. Agrees to Acquire Park Bancorp, Inc. and Park Federal Savings Bank

CHICAGO, May 7, 2015 /PRNewswire/ -- The Board of Directors of Park Bancorp, Inc. (the "Company") (OTCPink: PFED) and its banking subsidiary, Park Federal Savings Bank (the "Bank"), today announced the signing of a definitive merger agreement with Parkway Bancorp, Inc. ("Parkway"), headquartered in Harwood Heights, Illinois, and the parent company of Parkway Bank & Trust Company, which has 24 locations in Chicago and its northwest suburbs and eight locations in the Phoenix, Arizona metropolitan area. As of March 31, 2015, the Company had approximately $154 million in assets, approximately $84 million in loans and approximately $118 million in deposits, and Parkway had approximately $2.22 billion in assets, approximately $1.57 billion in loans and approximately $1.90 billion in deposits. As a result of the transaction, the Bank will be merged with and into Parkway Bank & Trust Company.

"The Board of Directors is pleased that the Company will be joining the Parkway family," said David A. Remijas, President and Chief Executive Officer of the Company. "The Board believes this is a great opportunity for the Bank to be a part of an organization with considerably deeper resources, operational scale and a steady stream of core earnings."

Terms of the Transaction

The cash purchase price per share payable to the Company's shareholders at closing as a result of the merger transaction will be based upon a number of factors and will be reduced to the extent certain items, including the Company's adjusted consolidated shareholders' equity at the time of closing, are less than negotiated threshold amounts.  Assuming the closing occurs on or about July 31, 2015, and based on the Company's current projections, the estimated purchase price per share could range approximately from $0.35 per share to $0.25 per share depending in part on the amount of the Company's operating losses.  The actual per share purchase price at the time of closing, however, could be less than $0.25 per share based on the factors noted above, including the Company's adjusted consolidated shareholders' equity as determined at the time of closing.  The transaction is subject to approval by banking regulators and the Company's shareholders, as well as the satisfaction of customary closing conditions.  The Company's shareholders will be asked to vote to approve the merger at the Company's 2015 Annual Meeting, which is anticipated to be held during the summer, and the transaction is expected to close during the third quarter of 2015.  Additional information regarding the transaction, including a description of the merger agreement and the methodology to be used to calculate the per share cash consideration, will be included in the Company's proxy statement to be provided to its shareholders in connection with the 2015 Annual Meeting.

Advisors

Keefe, Bruyette & Woods, Inc., a Stifel Company, acted as exclusive financial advisor to the Company in the transaction and Vedder Price P.C. acted as the Company's legal advisor. Parkway was advised by the law firm of Kirkland & Ellis LLP.

About Park Bancorp, Inc.

Park Federal Savings Bank has served the southwest side of Chicago since 1921. With four offices in Chicago and its Western suburbs, the Bank offers conventional mortgages to homeowners, as well as commercial, construction and investment loans for multifamily, mixed-use and commercial properties.

About Parkway Bancorp, Inc.

Parkway Bancorp is the parent bank holding company of Parkway Bank & Trust Company.  Parkway Bank operates a total of 24 banking locations in Chicago and its northwest suburbs, and eight branch offices in the Phoenix, Arizona metropolitan area.  The Bank conducts a general banking business, which includes most of the products and services, both commercial and consumer, that community banks generally offer.

SOURCE Park Bancorp, Inc.