November 2, 2017

On November 1, 2017, Kearny Financial Corp. (“Kearny”), Fairfield, New Jersey, and Clifton Bancorp Inc. (“Clifton”), Clifton, New Jersey, entered into a definitive merger agreement pursuant to which Clifton will merge with and into Kearny in an all-stock transaction, with Kearny as the resulting company, for total merger consideration of approximately $408.0 million. Clifton stockholders will receive 1.191 shares of Kearny common stock for each share of Clifton common stock. As part of the merger, Clifton Savings Bank, the subsidiary of Clifton, will merge with and into Kearny Bank, the subsidiary of Kearny.

Luse Gorman served as legal counsel to Kearny in the transaction. The Luse Gorman team was led by Lawrence Spaccasi (Corporate/M&A), Marc Levy (Corporate/M&A) and included Max Seltzer (Executive Compensation), Gregory Sobczak (Corporate/M&A) and Zachary Davis (Corporate/M&A).

Kearny has approximately $4.8 billion in total assets and operates 42 retail branch offices throughout northern and central New Jersey and Brooklyn and Staten Island, New York.

Clifton has approximately $1.6 billion in total assets and operates 12 banking centers in Bergen, Passaic, Essex and Hudson Counties.