Dissolution of RBAZ Bancorp, Inc.
PHOENIX, May 07, 2025 (GLOBE NEWSWIRE) -- RBAZ Bancorp, Inc. (“RBAZ”), the holding company of Republic Bank of Arizona (“Republic Bank”), today announced it completed the sale of substantially all of the assets and liabilities of Republic Bank to Pima Federal Credit Union effective May 2, 2025 (the “Asset Sale”). RBAZ caused its common stock to no longer trade or be quoted on the OTC Pink Market and closed its stock transfer records at the close of market hours on May 2, 2025.
RBAZ also announced today that its Board of Directors effected a plan of dissolution for the winding up and liquidation of RBAZ. As part of the dissolution process, the Board of Directors authorized a cash distribution of $22.00 per share on a fully-diluted basis. RBAZ previously disclosed $22.00 as the estimated aggregate per share value to be distributed to shareholders. We anticipate that this distribution will be processed for payment within 30 to 45 days.
RBAZ may make a second distribution in connection with the completion of the dissolution process. However, due to a significant number of variables, RBAZ cannot determine at this time the exact amount of any future distribution or when any such distribution would be made, if at all. There is no guarantee that sufficient funds will remain following the dissolution of RBAZ and Republic Bank to make another distribution. Distributions are subject to RBAZ paying or providing for its debts, taxes, liabilities and obligations in accordance with applicable law and the plan of dissolution.
Computershare Trust Company, N.A. (“Computershare”), RBAZ’s stock transfer agent, is acting as paying agent for distributions to shareholders in the dissolution process. Computershare will process distributions as described below.
Shares Held in “Street Name.” If your shares of RBAZ common stock are held in “street name” through a broker, bank or other nominee, there is nothing you need to do to receive your distribution and you will not receive transmittal documents. Computershare will automatically process your payment in coordination with your broker, bank or nominee following RBAZ’s authorization of a distribution.
Book-Entry Shares. If your shares of RBAZ common stock are held in book entry form, which means that your ownership is recorded with Computershare electronically without paper stock certificates, there is nothing you need to do to receive your distribution and you will not receive transmittal documents. Computershare will automatically process your payment following RBAZ’s authorization of a distribution.
Certificated Shares. If your shares of RBAZ common stock are certificated, then you will be required to surrender your original stock certificate(s) and return certain transmittal documents in order to receive your distribution. In the coming weeks, you will receive transmittal documents from Computershare that will contain instructions for surrendering your stock certificate(s) and receiving your distribution.
Forward-Looking Statements
Certain statements contained in this press release may be considered “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as “anticipate,” “believe,” “estimate,” “expect,” “may,” “might,” “will,” “would,” “could,” or “intend.” Forward-looking statements, by their nature, are subject to risks and uncertainties. A number of factors – many of which are beyond the control of RBAZ – could cause actual conditions, events or results to differ materially from those anticipated, discussed, projected, expressed or implied by forward-looking statements. We caution you not to place undue reliance on the forward-looking statements contained in this press release. Factors that could cause actual results to differ materially from the expectations of RBAZ and Republic Bank include the nature and amount of the liabilities remaining at RBAZ and Republic Bank following the Asset Sale, including material federal income tax liabilities, the results of any litigation involving RBAZ and Republic Bank, and the amount of costs and expenses associated with dissolving RBAZ and Republic Bank, all of which must be satisfied or provided for before RBAZ may distribute its residual assets to its shareholders. Forward-looking statements speak only as of the date they are made. RBAZ and Republic Bank do not undertake any obligation to update publicly or revise any forward-looking statements because of new information, future events or otherwise.
Contact: Brian Ruisinger
President and Chief Executive Officer
Phone: (602) 280-9404
Email:
