1895 Bancorp of Wisconsin, Inc. Announces Engagement of Keefe, Bruyette & Woods, Inc. to Explore Strategic Options and Voluntary Nasdaq Delisting and SEC Deregistration

Rhea-AI Summary

1895 Bancorp of Wisconsin (BCOW), PyraMax Bank's holding company, announced two significant developments: the engagement of Keefe, Bruyette & Woods (KBW) as financial advisor to explore strategic alternatives, and plans to voluntarily delist from Nasdaq and deregister with the SEC.

The strategic review with KBW could include consideration of a business combination or sale of control, though no timeline has been established. The company will delist from Nasdaq on March 7, 2025, with its last trading day on the same date. Trading is expected to continue on the OTCQX Market from March 10, 2025, maintaining the 'BCOW' symbol.

Following SEC deregistration on March 17, 2025, BCOW will no longer file periodic reports (10-K, 10-Q, 8-K) but will continue providing annual audited financial statements and quarterly information on its website. The bank will maintain FDIC quarterly Call Report filings.

Positive

• Potential strategic alternatives including possible business combination or sale
• Expected reduction in compliance and accounting expenses post-delisting
• Management can focus more on core business operations

Negative

• Voluntary delisting from Nasdaq to OTCQX Market, potentially reducing stock liquidity
• Reduced financial transparency due to SEC deregistration
• No guaranteed timeline or outcome for strategic alternatives exploration

Insights

Investment Banking Analyst

The dual announcement of engaging KBW and voluntarily delisting from Nasdaq represents a pivotal strategic shift for 1895 Bancorp of Wisconsin. The engagement of KBW, a premier investment bank specializing in financial institutions, strongly signals a potential sale or strategic combination. This is particularly noteworthy given the current banking industry consolidation trend, where smaller institutions face increasing pressure from regulatory costs and technological demands.

The voluntary delisting to OTCQX, while reducing regulatory burden and costs, carries significant implications. Annual compliance cost savings could range from $300,000 to $500,000, typical for small-cap banks. However, the move to OTCQX will likely impact trading liquidity and institutional investor interest. The OTCQX, while the highest tier of OTC markets, typically sees lower trading volumes and wider bid-ask spreads compared to Nasdaq.

The timing of these announcements is strategic. By maintaining financial reporting through alternative channels (website and FDIC Call Reports), the bank preserves essential transparency while reducing SEC-related expenses. This approach often precedes M&A activities, as it simplifies due diligence processes and regulatory approvals.

For investors, this development presents a complex scenario. While the KBW engagement suggests potential premium value through a strategic transaction, the delisting could create near-term price pressure as some institutional investors may be required to divest holdings in non-exchange listed securities. The migration to OTCQX on March 10, 2025, provides a short window for investors to adjust their positions.

The broader context is important - similar moves by community banks often result in successful strategic transactions within 12-18 months. KBW's involvement, given their strong track record in community bank M&A, suggests a serious exploration of strategic alternatives rather than a mere market testing exercise.

GREENFIELD, Wis., Feb. 18, 2025 /PRNewswire/ -- 1895 Bancorp of Wisconsin, Inc. (the "Company") (Nasdaq: BCOW), the holding company for PyraMax Bank, FSB (the "Bank"), today announced that it has hired Keefe, Bruyette & Woods, Inc., a Stifel Company ("KBW"), as financial advisor to assist the Company in evaluating strategic alternatives. The Company also announced that it will delist its common stock from the Nasdaq Stock Market ("Nasdaq") and deregister its common stock under the Securities Exchange Act of 1934, as amended.

The KBW engagement is broad in scope and could involve, among other things, consideration of a strategic business combination or sale of control. The Company has not established a timeline for conclusion of the strategic review or any particular strategic action.

"KBW is a preeminent investment banking firm serving our industry, and we look forward to working with them as part of our comprehensive effort to enhance stockholder value," said Company President and Chief Executive Officer David Ball.

The Company has notified Nasdaq of its intent to voluntarily delist and withdraw the registration of its common stock with the Securities and Exchange Commission (the "SEC"). The Company intends to file a Form 25 (Notification of Removal from Listing) with the SEC on March 7, 2025, and expects the last trading day of the Company's common stock on Nasdaq will be on March 7, 2025. Following delisting from Nasdaq, the Company expects its common stock will be quoted on the OTCQX Market beginning on March 10, 2025 and expects to retain the symbol "BCOW."

The Company also intends to file a Form 15 (Certification and Notice of Termination From Registration) with the SEC on March 17, 2025. Upon filing, the Company's obligation to file periodic reports with the SEC, including reports on Forms 10-K, 10-Q and 8-K, will be suspended immediately.

The Company will continue to provide stockholders with an annual report containing audited consolidated financial statements and quarterly interim financial information will be made available on the Company's website at pyramaxbank.com. The Bank will also continue to file quarterly Call Reports with the Federal Deposit Insurance Corporation, which are available at www.fdic.gov.

"After careful consideration, the Board of Directors has determined that this course of action is in the best interests of the Company and its stockholders. Delisting and deregistration are expected to reduce our compliance and accounting expenses, and will allow management additional time to focus on our core mission," said Mr. Ball.

About the Company and PyraMax Bank
1895 Bancorp of Wisconsin, Inc. is the holding company of PyraMax Bank, FSB. The Bank is a federally chartered savings bank headquartered in Greenfield, Wisconsin. The Bank was established in 1895 and has operated continuously since that time in the Milwaukee metropolitan area. The Bank operates from three full-service banking offices in Milwaukee County, two full-service banking offices in Waukesha County and one full-service banking office in Ozaukee County, Wisconsin.

Forward-Looking Statements
This release may contain certain "forward-looking statements" that represent the Company's current expectations or beliefs concerning future events.  Forward-looking statements can be identified by the use of words such as "estimate," "project," "believe," "intend," "anticipate," "assume," "plan," "seek," "expect," "will," "may," "should," "indicate," "would," "believe," "contemplate," "continue," "target" and words of similar meaning.  Forward-looking statements are, by their nature, subject to numerous risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include changes in general economic conditions, changes in the interest rate environment, changes in prevailing depository institution stock prices, the evolution of the depository institution merger market, the Company's ability to terminate or the timing of the termination of its obligation to file periodic reports with the SEC as described above, the Company's ability to have its common stock quoted or the timing of its common stock becoming quoted on the OTCQX Market as described above, market reactions to the Company's delisting and deregistration, changes to the Company's business plan and strategy as a result of KBW's strategic review, legislative and regulatory changes that adversely affect the business of the Company and the Bank, and changes in the securities markets. Because of the risks and uncertainties inherent in forward-looking statements, readers are cautioned not to place undue reliance on them, whether included in this news release or made elsewhere from time to time by the Company or on its behalf. The Company disclaims any obligation to update such forward-looking statements.

Contact: David R. Ball
Telephone: (414) 421-8200

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SOURCE PyraMax Bank / 1895 Bancorp of Wisconsin Inc.

FAQ

When will BCOW stock be delisted from Nasdaq?

BCOW will be delisted from Nasdaq on March 7, 2025, which will be its last trading day on the exchange.

Where will BCOW stock trade after Nasdaq delisting?

BCOW stock will trade on the OTCQX Market beginning March 10, 2025, maintaining the same ticker symbol.

What strategic alternatives is BCOW exploring with KBW?

BCOW has engaged KBW to explore strategic alternatives, which could include a strategic business combination or sale of control.

Will BCOW continue to provide financial reports after SEC deregistration?

Yes, BCOW will provide annual audited financial statements and quarterly information on its website, plus FDIC quarterly Call Reports.

When will BCOW's SEC deregistration take effect?

BCOW plans to file Form 15 for SEC deregistration on March 17, 2025, after which its SEC reporting obligations will be immediately suspended.