Sunnyside Bancorp, Inc. (OTCBB: SNNY) (“Sunnyside” or the “Company”) today announced that it has entered into an agreement with Rhodium BA Holdings LLC (“Rhodium”), a New York-based private equity group, to acquire the Company and its subsidiary, Sunnyside Federal Savings and Loan Association of Irvington (“Sunnyside Federal”). The Company and DLP Bancshares have mutually agreed to terminate their previously announced merger agreement, dated March 16, 2021, (the “Initial Merger Agreement”) and Rhodium has paid a termination fee to DLP Bancshares with respect thereto.
Under the terms of the merger agreement with Rhodium, dated June 16, 2021 (the “Rhodium Merger Agreement”), shareholders of Sunnyside will receive $18.75 per share in cash. The proposed transaction, which has been approved unanimously by Sunnyside’s board of directors, is subject to the approval of the Company’s shareholders, regulatory approval and other customary closing conditions. Rhodium expects to close the transaction during the fourth quarter of 2021 or in the first quarter of 2022.
The $18.75 per share payable under the Rhodium Merger Agreement represents a 25.0% premium to the common stock closing price of $15.00 as of April 19, 2021 (the day before the public announcement of the Rhodium offer of $18.50 per share) and a 20.6% premium to the Initial Merger Agreement price of $15.55 per share.
“We are delighted to move forward with this strategic acquisition, which represents a significant premium for Sunnyside shareholders over the unaffected share price and the prior offer,” said Mark Silber, Managing Partner of Rhodium BA Holdings LLC. “Looking forward, we see a significant opportunity to grow and enhance Sunnyside by leveraging our team’s extensive banking experience to strengthen Sunnyside’s customer, financial and employee relationships.”
“We believe this transaction with Rhodium will deliver compelling and certain value to Sunnyside shareholders while positioning the Company to continue supporting our customers and communities’ expanding banking needs,” said Timothy D. Sullivan, President and CEO of Sunnyside Bancorp and Sunnyside Federal. “The Sunnyside Board regularly reviews the Company’s strategy and market opportunities to maximize shareholder value, and we are confident this transaction achieves that objective.”
Keefe, Bruyette & Woods, a Stifel Company, served as financial advisor to Sunnyside and rendered a fairness opinion to the Sunnyside Board of Directors. Luse Gorman, PC served as Sunnyside’s legal advisor. FinPro Capital Advisors, Inc. served as financial advisor to Rhodium, and Hinman, Howard & Kattell LLP, Venable LLP, and Thompson LLP served as Rhodium’s legal advisors.
About Rhodium BA Holdings LLC
Rhodium BA Holdings LLC was formed by Mark Silber to purchase Sunnyside Bancorp, Inc. Mark Silber is a Managing Partner of Rhodium Asset Management and of Rhodium Capital Advisors, a New York-based fully integrated real estate investment firm with a primary focus on the preservation, acquisition, and management of affordable housing across the United States. Neither Rhodium Asset Management nor Rhodium Capital Advisors is participating in the purchase of Sunnyside Bancorp, Inc. Rhodium, through a special purpose subsidiary, currently owns 9.82% of the Company’s outstanding common stock.
About Sunnyside Bancorp, Inc.
Sunnyside Bancorp, Inc., headquartered in Irvington, New York, is the parent of Sunnyside Federal Savings and Loan Association, a federally chartered stock savings and loan association founded in 1930. Sunnyside Federal offers a wide range of financial services through its office located in Irvington, New York. Sunnyside Bancorp, Inc.’s common stock trades on the Over-the-Counter Bulletin Board under the symbol “SNNY.”
Timothy D. Sullivan
President and Chief Executive Officer, Sunnyside Bancorp, Inc.
Jeffrey Mathews / Dan Gagnier
MacKenzie Partners, Inc.