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PHILADELPHIA-Locally based Beneficial Mutual Bancorp Inc. has signed a definitive merger agreement with Burlington, NJ-based FMS Financial Corp. Under the agreement, which is valued at approximately $183.2 million, FMS’ Farmers and Mechanics Bank will be merged into Beneficial Mutual Savings Bank.

This will add 42 Farmers and Mechanics’ bank branches to Beneficial’s 39. Channing Smith, CFO of FMS, tells GlobeSt.com that 38 locations are in Burlington County, three in Camden County and one in Mercer County. There is one Beneficial branch in New Jersey. The others are all on the Pennsylvania side of the Greater Philadelphia MSA. Beneficial, the oldest and largest bank based here, has assets of $2.4 billion. FMS has assets of $1.2 billion.

Prior to completion of the transaction, Beneficial, which is privately held, will conduct a minority stock offering to its depositors and the public. The pro forma, tangible book value of the shares of Beneficial stock to be issued is not less than $65.6 million. Approximately 55% of Beneficial’s outstanding common stock will be held by its parent, Beneficial Savings Bank MHC, a mutual holding company. Beneficial will remain in a mutual holding company structure.

The remaining 45% of Beneficial shares will be held by subscribers to the company’s minority stock offering and the former shareholders of FMS, which is publicly traded on the Nasdaq. Shareholders of FMS will receive $28 per share in Beneficial stock, cash or a combination of both. The percentage of FMS shares to be traded for cash will not be less than 35% nor more than 42.5%, and the percentage of shares of FMS stock to be exchanged for Beneficial stock will not be less than 57.5% nor more than 65%.

“This transaction is a significant milestone in the evolution of Beneficial and is consistent with our strategy of expanding into New Jersey,” George W. Nise, Beneficial’s president and CEO, says in a statement. A call to Nise was not returned by deadline.

According to a joint statement, Beneficial plans to adopt a plan for its minority stock offering during the fourth quarter of this year. The merger is expected to close by mid-2007. FMCO stock shot up nearly $10 a share on the Nasdaq from $26.75 to $36.50, following the announcement. In early trading on Monday, Oct. 16, the price had pulled back to $31.70 a share.

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