Dollar Mutual Bancorp signed a definitive merger agreement to acquire Standard AVB Financial Corp. (NasdaqCM:STND) for approximately $150 million on September 24, 2020. At the effective time of the merger, each outstanding share of Standard common stock, except for shares held by (i) the Standard or Dollar (other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted), and (ii) shares remitted to the Standard prior to the effective time of the merger for repayment of a loan made to Standard Bank’s Employee Stock Ownership Plan, shall be converted into the right to receive from Dollar $33 in cash per share, without interest. In addition, each share of unvested Standard restricted stock will fully vest and will be converted into the right to receive the merger consideration. Each outstanding stock option for Standard common stock, whether vested or unvested, will be cancelled and converted into the right to receive a cash payment equal to (i) the number of Standard shares subject to the option, times (ii) the difference, if positive, between the merger consideration and the per share exercise price of the stock option. Upon closing of the transaction, Standard Bank, PaSB (“Standard Bank”) will operate as a wholly owned subsidiary of Dollar. If the merger is not consummated under specified circumstances, Standard may be required to pay Dollar a termination fee of approximately $6.3 million. In connection with the merger of Standard into Dollar, Standard Bank will convert to a federal savings bank. Dollar Bank and Standard Bank will continue to operate as separate financial institutions with Dollar as the holding company for each institution. Upon closing, the board of directors of Standard will become an advisory board of Standard Bank. Andrew W. Hasley will continue as President of Standard Bank. The transaction is subject to the approval of the merger agreement by Standard’s shareholders, Third Party Consents, Each director of the Standard and of Standard Bank shall have delivered their written resignation to be effective as of the effective time and the receipt of all required regulatory approvals including approval by the Board of Governors of the Federal Reserve System, the Pennsylvania Department of Banking and Securities and the Federal Deposit Insurance Corporation, expiration of all statutory waiting periods and the satisfaction or waiver of other customary closing conditions. In connection with the execution of the merger agreement, Dollar has entered into voting agreements with the directors and certain executive officers of Standard. Subject to the terms and conditions of the voting agreements these parties have agreed to vote their shares in favor of the transaction. The Board of Directors of Standard and Dollar unanimously approved the merger. The special meeting of Standard AVB Financial Corp stockholders will be held on January 19, 2021. As of January 19, 2021, Standard AVB Financial Corp. stockholders approved the merger at a special meeting. As of May 6, 2021, Dollar Mutual Bancorp and Standard AVB Financial, jointly announced that the parties have received all the regulatory approvals necessary to complete the merger of Standard into Dollar. The parties anticipate that the transaction contemplated by the merger agreement will close in the first half of 2021. As of May 6, 2021, The parties expect that their proposed merger transaction will be completed on May 28, 2021. Raymond James & Associates, Inc. is serving as financial advisor and Lawrence M.F. Spaccasi, Michael J. Brown and Max Seltzer of Luse Gorman, P.C is serving as legal counsel to Dollar in this transaction. Scott Anderson and Robin Suskind of Keefe, Bruyette & Woods, A Stifel Company acted as financial advisors and provided fairness opinion to Standard Board of Directors and Edward G. Olifer, Jennifer Stobie Schumacher, Stephen F. Donahoe and Suzanne A. Walker of Kilpatrick Townsend & Stockton LLP is serving as legal counsel to Standard. Equiniti (US) Services LLC acted as information agent to Standard AVB and will receive a fee of $6,500 for its services. Keefe, Bruyette, & Woods, Inc. will receive a fee equal to 1.05% of the merger consideration, $150,000 of which became payable upon the rendering of opinion.