FJF Financial, a Philadelphia mutual holding company, and Progress Financial Corp., of Plymouth Meeting, Pa., have agreed to merge to create a $650 million-asset community bank.

Under the transaction, FJF Financial's subsidiary, $279 million-asset Roxborough-Manayunk Federal Savings Bank, will convert and merge its federally chartered mutual holding company into $347 million-asset Progress.

Roxborough-Manayunk is 87% owned by FJF Financial.

At the same time, Roxborough-Manayunk will merge with Progress Federal Savings Bank. The new entity, Progress Bank, will become a wholly owned subsidiary of Progress Financial.

As part of the deal, each share of Roxborough-Manayunk common stock will be converted into shares of Progress Financial common stock at an exchange ratio which will be determined as part of an independent appraisal of the companies.

Progress Financial will also sell additional shares of common stock, giving priority rights to qualified depositors and borrowers of Roxborough- Manayunk. Any remaining shares will be offered to Roxborough-Manayunk and Progress shareholders and then to the general public.

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