Investor Group to Acquire Systematic Savings Bank

SPRINGFIELD, Mo., April 17, 2024 (GLOBE NEWSWIRE) — Systematic Savings Bank (“Systematic” or “Bank”) (OTC: SSSB), today announced the signing of a definitive agreement to be acquired by Arlo Financial Holdings, Inc. (“Arlo”) a Springfield, Missouri based corporation that was formed by an investor group led by Mark Bybee. The purchase price of Systematic is cash consideration of approximately $14 million, or $23.00 per share, subject to adjustment as specified in the definitive agreement. In connection with the purchase, Arlo will become the bank holding company for Systematic and it intends to raise at least $25 million of capital.

As of December 31, 2023, Systematic had $64.6 million in total assets, $52.6 million in net loans receivable, $47.2 million in deposits and $10.5 million in total stockholders’ equity.

“The Board of Directors and Management of Systematic have done a great job in building a strong Springfield-based community bank” said Bybee. “We believe with our investment the Bank will be even better positioned to grow, serve our customers and create solid returns for our shareholders.”

Derek Fraley, Chairman, President and Chief Executive Officer of Systematic said, “This transaction allows us to partner with a local investor group that will continue our focus on providing customers with high quality service as well as maintaining our deep commitment to the community we serve.”

The Boards of Arlo and Systematic have approved the transaction, which is subject to, among other conditions, successful completion by Arlo of a private placement capital raise, approval by Systematic’s stockholders, regulatory approvals and other customary conditions of closing. The transaction is expected to close in the fourth quarter of 2024 or the first quarter of 2025. The capital raise by Arlo is subject to market and other conditions.

This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy the common stock of Arlo, nor will there be any sale of the common stock of Arlo in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. This press release is being issued pursuant to and in accordance with Rule 135 under the Securities Act of 1933, as amended.

Advisors
Luse Gorman, PC served as legal counsel to Arlo Financial Holdings, Inc. and Breyer & Associates PC served as legal counsel to Systematic Savings Bank.

About Systematic
Systematic Savings Bank is a Missouri-chartered commercial bank headquartered in Springfield, Missouri. Systematic was organized in 1923 and has operated continuously in Springfield, Missouri since its founding. We offer financial services to individuals, families and businesses through our office located in Springfield, Missouri. We are a community-oriented bank offering a variety of financial products and services to meet the needs of our customers. We believe that our community orientation and personalized service distinguishes us from larger banks that operate in our market area.

Forward-Looking Statements

This release contains forward-looking statements that are not historical facts and that are intended to be “forward-looking statements” as that term is defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include, but are not limited to, statements about Arlo’s and the Bank’s plans, objectives, expectations and intentions and other statements contained in this release that are not historical facts and pertain to the Arlo’s and the Bank’s future operating results. When used in this release, the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions are generally intended to identify forward-looking statements. Actual results may differ materially from the results discussed in these forward-looking statements, because such statements are inherently subject to significant assumptions, risks and uncertainties, many of which are difficult to predict and are generally beyond Arlo’s and the Bank’s control. These include but are not limited to: the businesses of Arlo and the Bank may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; the expected growth opportunities or cost savings from the merger may not be fully realized or may take longer to realize than expected; operating costs, customer losses and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; the stockholders of Systematic may fail to approve the merger; the possibility of adverse economic developments that may, among other things, increase default and delinquency risks in the Bank’s loan portfolios; shifts in interest rates; shifts in the rate of inflation; shifts in the demand for the Bank’s loan and other products; unforeseen increases in costs and expenses; changes in accounting policies; changes in the monetary and fiscal policies of the federal government; and changes in laws, regulations and the competitive environment. Unless legally required, Arlo and the Bank disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Derek Fraley, President and Chief ExecutivecOfficer
Email:  dfraley@mysystematic.com
Phone: (417) 862-5036