Pathfinder Bancorp To Commence Stock Offering - Quick Facts

(RTTNews) - Pathfinder Bancorp Inc. (Pathfinder-Federal) (PBHC), the holding company for Pathfinder Bank (the "Bank"), Friday announced that Pathfinder Bancorp Inc, a Maryland corporation, the proposed new holding company for the Bank ("New Pathfinder") and Pathfinder Bancorp, MHC have received conditional regulatory approval from the Board of Governors of the Federal Reserve System to commence New Pathfinder's stock offering in connection with Pathfinder Bancorp, MHC's proposed second-step conversion.

Pathfinder-Federal also announced today that the registration statement relating to the sale of common stock of New Pathfinder has been declared effective by the Securities and Exchange Commission.

New Pathfinder is offering for sale the 60.8% ownership interest in Pathfinder-Federal owned by Pathfinder Bancorp, MHC (as adjusted for the assets held by Pathfinder Bancorp, MHC) which is equivalent to between $17 million and $23 million, or between 1,700,000 and 2,300,000 shares of common stock at $10.00 per share.

New Pathfinder may increase the number of shares that it sells in the offering by up to 15%, to $26.5 million, or 2,645,000 shares at $10.00 per share, as a result of market demand or changes in the financial markets.

The number of shares to be sold in the offering is based on an independent appraisal of the estimated pro forma market value of New Pathfinder as of May 16, 2014.

At the conclusion of the conversion and offering, the existing shares of common stock held by the public stockholders of Pathfinder-Federal will be exchanged for between 1.0552 and 1.4276 shares of New Pathfinder, subject to a 15% increase to 1.6417 shares.

After the completion of the conversion and offering, New Pathfinder will be 100% owned by public stockholders, and Pathfinder-Federal and Pathfinder Bancorp, MHC will each cease to exist.

The completion of the conversion and offering is subject to, among other things, selling a minimum of 1,700,000 shares in the offering, the receipt of all necessary final regulatory approvals, the receipt of the approval of the depositors of the Bank as of August 5, 2014, and the receipt of the approval of the stockholders of Pathfinder-Federal as of August 5, 2014.