Prudential Bancorp, Inc. (NasdaqGM:PBIP) entered into a definitive agreement to acquire Polonia Bancorp, Inc. (OTCPK:PBCP) for $38 million on June 2, 2016. Under the terms of the agreement, shareholders of Polonia will be entitled to elect to receive either 0.7591 shares of Prudential common stock or $11.28 in cash for each common share of Polonia, subject to proration and allocation to ensure that 50% of outstanding Polonia shares are exchanged for shares of Prudential common stock and 50% are exchanged for cash. Prudential Bancorp will also acquire restricted stock of Polonia Bancorp at same consideration and options of Polonia Bancorp, at the difference between exercise price of the options and cash consideration of $11.28. Consideration is subject to adjustment based on the consolidated stockholders' equity of Polonia on the final statement date. As on December 22, 2016, shareholders of Polonia will be entitled to elect to receive either 0.7460 shares of Prudential common stock or $11.09 in cash for each common share of Polonia. Upon the closing of the transaction, Polonia Bank, the wholly owned bank subsidiary of Polonia, will merge into Prudential's wholly owned bank subsidiary, Prudential Savings Bank. Polonia will be required to pay Prudential a termination fee of $1.52 million if the agreement is terminated under certain specified circumstances. The transaction has been unanimously approved by both Prudential's and Polonia's boards of directors, The transaction is subject to receipt of regulatory approvals, the approval of the shareholders of Polonia, the effectiveness of the Form S-4 Registration Statement, expiration of any applicable waiting periods, the shares of Prudential common stock to be issued in the transaction shall have been authorized for listing on the Nasdaq and holders of no more than 15% of the issued and outstanding shares of Polonia having exercised their statutory appraisal or dissenters’ rights. The transaction is expected to close in the fourth quarter of 2016. The merger is expected to be significantly accretive to the combined company’s earnings per share in 2017 and thereafter. As of June 28, 2016, Rigrodsky & Long, P.A. announced that it is investigating potential legal claims against the Board of Directors of Polonia Bancorp regarding possible breaches of fiduciary duties and other violations of law related to the entry into an agreement to be acquired by Prudential Bancorp, Inc. of Pennsylvania. As on October 18, 2016, Prudential had received all required regulatory approvals to acquire Polonia and Polonia Bank from the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation and the Pennsylvania Department of Banking and Securities necessary for the consummation of the deal. Polonia received shareholder approval on October 25, 2016. The consummation of the merger remains subject to various conditions, including receipt of the requisite approval of the shareholders of Polonia at a special meeting of Polonia's shareholders to be held on October 25, 2016. Shareholder meeting of Prudential Bancorp will be held on December 19, 2016 to approve the transaction. As announced on November 22, 2016, the election deadline for shareholders of Polonia was extended till December 22, 2016. The deal is expected to close by end of 2016 or early in the first quarter of 2017. The deal is expected to close as of January 1, 2017. On December 19, 2016, Prudential Bancorp received shareholder approval of the issuance of shares of its common stock in the proposed merger with Polonia Bancorp. Derek Szot of Sandler O'Neill & Partners, L.P. provided fairness opinion and acted as financial advisor and Raymond A. Tiernan, Jack Soukenik and Philip Ross Bevan of Silver, Freedman, Taff & Tiernan LLP acted as legal advisors for Prudential. Scott C. Martorana of FinPro Capital Advisors provided fairness opinion and acted as financial advisor at a fee of 1.25% of the aggregate purchase price of which $10,000 was paid at the time of the engagement, $200,000 became payable upon the signing of the merger agreement, and $25,000 became payable upon the mailing of the documents or approximately $475000 and Eric S. Kracov, Aaron M. Kaslow and Suzanne A. Walker of Kilpatrick Townsend & Stockton LLP acted as legal advisors, Laurel Hill Advisory Group, LLC acted as the proxy solicitor at a fee of $6,000 for Polonia. Prudential Bancorp, Inc. (NasdaqGM:PBIP) completed the acquisition of Polonia Bancorp, Inc. (OTCPK:PBCP) on January 1, 2017.