June 30, 2010 (FinancialWire) (Go to http://www.financialwire.net/?s=ftrdnwswnd for all of today’s featured news.) — Fox Chase Bancorp, Inc. (NASDAQ: FXCB), holding company for Fox Chase Bank, said that the company's plan of conversion and reorganization was approved by members of Fox Chase MHC and the shareholders of Fox Chase Bancorp at separate meetings.

Shareholders of the company also elected Richard M. Eisenstaedt and Anthony A. Nichols, Sr. to three-year terms and ratified the appointment of KPMG LLP as the company's independent registered accounting firm for the year ending December 31, 2010.

The company also said that new Fox Chase Bancorp, Inc. has received orders to purchase common stock sufficient to complete the offering being conducted in connection with the second-step conversion of Fox Chase Bank. The conversion and offering are expected to be completed on June 29, 2010. The closing of the transaction is subject to the satisfaction of customary closing conditions.

As a result of the conversion and offering, Fox Chase MHC and Fox Chase Bancorp will cease to exist and new Fox Chase Bancorp, the Maryland corporation formed to facilitate the conversion, will become the parent holding company of Fox Chase Bank and will be wholly owned by public stockholders.

A total of 8,712,500 shares of common stock, the minimum of the offering range, will be sold in the subscription, community and syndicated community offerings at $10.00 per share, including 348,500 shares to be purchased by the Fox Chase Bank Employee Stock Ownership Plan. As part of the conversion, each existing share of Fox Chase Bancorp will be converted into the right to receive 1.0692 of a share of new Fox Chase Bancorp common stock. The exchange ratio ensures that, after the conversion and offering, the public shareholders will maintain approximately the same ownership interest in new Fox Chase Bancorp as they owned in Fox Chase Bancorp. Cash will be issued in lieu of fractional shares based on the offering price of $10.00. Total shares outstanding after the stock offering and the exchange will be approximately 14,550,409 shares.

Fox Chase Bancorp common stock will continue to trade on the NASDAQ Global Market under the trading symbol FXCB through June 28, 2010. Beginning on June 29, 2010, the shares of new Fox Chase Bancorp common stock will trade on the NASDAQ Global Market under the trading symbol FXCBD for a period of 20 trading days. Thereafter, the trading symbol will revert to FXCB.

Stock certificates for shares purchased in the subscription offering and community offering are expected to be mailed to subscribers on or about June 29, 2010. Stockholders of Fox Chase Bancorp holding shares in street name or in book-entry form will receive shares of the company within their accounts. Stockholders of Fox Chase Bancorp holding shares in certificated form will be mailed a letter of transmittal on or about July 6, 2010 and will receive their shares of company common stock in book-entry form through the company's Direct Registration System and cash in lieu of fractional shares after returning their stock certificates and a properly completed letter of transmittal to the company's transfer agent.

Stifel, Nicolaus & company, Inc. acted as financial advisor to Fox Chase Bancorp and sole book-running manager of the syndicated community offering. Janney Montgomery Scott LLC and Sterne, Agee & Leach, Inc. acted as co-managers for the syndicated community offering. Kilpatrick Stockton LLP acted as legal counsel to Fox Chase Bancorp.

Fox Chase Bancorp, Inc. is the holding company for Fox Chase Bank, a federal savings bank headquartered in Hatboro, Pennsylvania. Fox Chase Bank operates eleven full-service banking offices in Bucks, Chester, Delaware, Philadelphia and Montgomery Counties in Pennsylvania and Atlantic and Cape May counties in New Jersey.

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