Mark M. Silber made a proposal to acquire remaining 90.18% stake in Sunnyside Bancorp, Inc. from OppCapital Associates LLC and others for $13.4 million.
Under the Merger Agreement, all current directors of Sunnyside Bancorp will be invited to remain on the Boards of Directors of Sunnyside Bancorp. The transaction is subject to the approval by Sunnyside shareholders, regulatory approvals including approval of Board of Governors of the Federal Reserve System, antitrust approvals, third party approvals and other customary closing conditions. The transaction has been unanimously approved by board of directors of Sunnyside. Sunnyside Bancorp Board also unanimously recommends that shareholders vote for the transaction. The special meeting of stockholders of Sunnyside Bancorp will be held on November 10, 2021. As of November 10, 2021, Sunnyside Bancorp's shareholders approved the transaction. As of May 3, 2022, all regulatory approvals have been received relating to the acquisition. The transaction is expected to close during the fourth quarter of 2021 or in the first quarter of 2022. As of May 3, 2022, the transaction is expected to occur no later than May 31, 2022.
FinPro Capital Advisors, Inc. acted as financial advisor, Nir E. Gozal of Hinman, Howard & Kattell LLP, Venable LLP and Benjamin S. Thompson of Thompson LLP acted as legal advisors and MacKenzie Partners acted as advisor and information agent to Mark M. Silber. Keefe, Bruyette, & Woods, Inc. acted as financial advisor to Sunnyside and rendered a fairness opinion to the Sunnyside Board of Directors. Kip A. Weissman of Luse Gorman, PC acted as the legal advisor to Sunnyside. Laurel Hill Advisory Group, LLC acted as proxy solicitor to Sunnyside for a fee of $6,000 for its services, plus reimbursement for its expenses. Sunnyside Bancorp has agreed to pay Keefe, Bruyette, & Woods aggregate cash fees totaling $600,000, $275,000 of which became payable to KBW for opinions services relating to the merger and the initial merger agreement, $150,000 of which became payable to KBW with the rendering of KBW's opinion, dated August 26, 2021, and the balance of which is contingent upon the consummation of the merger.