Attached files
Exhibit 99.2
RP® FINANCIAL, LC.
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Serving the Financial Services Industry Since 1988 |
June 16, 2010 |
Boards of Directors
Standard Mutual Holding Company
Standard Bank, PaSB
2640 Monroeville Boulevard
Monroeville, Pennsylvania 15146
Standard Mutual Holding Company
Standard Bank, PaSB
2640 Monroeville Boulevard
Monroeville, Pennsylvania 15146
Re: | Plan of Conversion Standard Mutual Holding Company Standard Bank, PaSB |
Members of the Boards:
All capitalized terms not otherwise defined in this letter have the meanings given such terms
in the Plan of Conversion (the Plan) adopted by the Board of Directors of Standard Mutual Holding
Company (the MHC). The Plan provides for the conversion of the MHC into the full stock form of
organization. Pursuant to the Plan, the MHC will be merged into Standard Financial Corp., a
newly-formed Maryland Corporation (the Company) with the Company as the resulting entity, and the
MHC will no longer exist. As part of the Plan, the Company will sell shares of common stock in an
offering that will represent a 100% ownership interest in Standard Bank, PaSB (Standard Bank).
We understand that in accordance with the Plan, subscription rights to purchase shares of
common stock in the Company are to be issued to: (1) Eligible Account Holders; (2) Tax-Qualified
Plans; (3) Supplemental Eligible Account Holders; and (4) Other Depositors. Based solely upon our
observation that the subscription rights will be available to such parties without cost, will be
legally non-transferable and of short duration, and will afford such parties the right only to
purchase shares of common stock at the same price as will be paid by members of the general public
in the community and syndicated offerings, but without undertaking any independent investigation of
state or federal law or the position of the Internal Revenue Service with respect to this issue, we
are of the belief that, as a factual matter:
(1) | the subscription rights will have no ascertainable market value; and, | ||
(2) | the price at which the subscription rights are exercisable will not be more or less than the pro forma market value of the shares upon issuance. |
Changes in the local and national economy, the legislative and regulatory environment, the
stock market, interest rates, and other external forces (such as natural disasters or significant
world events) may occur from time to time, often with great unpredictability and may materially
impact the value of thrift stocks as a whole or the Companys value alone. Accordingly, no
assurance can be given that persons who subscribe to shares of common stock in the subscription
offering will thereafter be able to buy or sell such shares at the same price paid in the
subscription offering.
Sincerely, |
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RP Financial, LC. | ||||
Washington Headquarters | ||
Three Ballston Plaza | Telephone: (703) 528-1700 | |
1100 North Glebe Road, Suite 1100 | Fax No.: (703) 528-1788 | |
Arlington, VA 22201 | Toll-Free No.: (866) 723-0594 | |
www.rpfinancial.com | E-Mail: mail@rpfinancial.com |