Shareholders okay Naugatuck Valley’s conversion plans

The parent of Naugatuck Valley Savings & Loan says its shareholders and  members have approved its plan to reorganize as a public company.

The approvals were received early Friday at the company’s annual meeting.

Shareholders also re-elected Carlos S. Batista, John C. Roman and Camilo P. Vieira as directors of Naugatuck Valley Financial, each for a three-year term.

As part of the planned second-step conversion, a legal maneuver that allows depositor-owned lenders to float new stock offerings and generate swaths of cash, Naugatuck Valley Financial Corp. said it hopes to raise at least $26 million.

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Naugatuck Valley said it plans to convert from a mutual holding company — which owns about 60 percent of the company’s outstanding shares — into a stock holding company.

Once converted, the thrift planned to sell its outstanding shares to the public and use some of the proceeds to complete the acquisition.

The 60 percent of the shares in the company controlled by Naugatuck Valley’s mutual holding company will be offered for sale to account holders and tax-qualified employee plans in a subscription offering. The banking company said it plans to offer up to 4,456,250 shares of common stock at $8 apiece.

Any unsold shares will be offered to the general public in a community offering and then, if necessary, in a broker-assisted syndicated offering.

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Stockholders who control the remaining 40 percent of the company’s outstanding common stock will receive shares of the new company’s common stock based on an exchange ratio designed to preserve the existing ownership percentage.

Its planned $19.5 million merger with The Bank of Southern Connecticut in New Haven collapsed last year after regulators balked.

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