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Bancorp Press ReleasesWILLOW FINANCIAL BANCORP, INC. RECEIVES EXTENSION TO FILE QUARTERLY REPORTSWILLOW FINANCIAL BANCORP, INC. TO RESTATE FINANCIAL STATEMENTSWILLOW FINANCIAL BANCORP, INC. ANNOUNCES RECEIPT OF NASDAQ STAFF DETERMINATION NOTICE AND REPORTS SELECTED PRELIMINARY FINANCIAL STATEMENT DATA FOR THE QUARTER ENDED DECEMBER 31, 2007WILLOW FINANCIAL BANCORP, INC. DECLARES QUARTERLY DIVIDEND AND ANNOUNCES GRANTING OF REQUEST FOR CONTINUED LISTINGWILLOW FINANCIAL BANCORP, INC. ANNOUNCES DELAY IN FILING QUARTERLY REPORT ON FORM 10-QWILLOW FINANCIAL BANCORP, INC. FILES ANNUAL REPORT ON FORM 10-K -REVISES RESULTSWILLOW FINANCIAL BANCORP, INC. ANNOUNCES FOURTH QUARTER AND FISCAL 2007 EARNINGSFourth Quarter and Fiscal 2007 Earnings WILLOW FINANCIAL BANCORP, INC. ANNOUNCES FIRST QUARTER EARNINGSWILLOW FINANCIAL BANCORP, INC. ANNOUNCES FIRST QUARTER DIVIDENDFirst Quarter Dividend & Conference Call WILLOW GROVE BANCORP, INC. ANNOUNCES NAME CHANGEWILLOW GROVE BANCORP, INC. ANNOUNCES NAME CHANGE TO WILLOW FINANCIAL BANCORP, INC. WILLOW GROVE BANCORP, INC. REVISES FOURTH QUARTER 2006 PROVISION FOR LOAN LOSSES AND RESULTSRevised 4th Quarter 2006 Earnings WILLOW GROVE BANCORP, INC. ANNOUNCES FOURTH QUARTER EARNINGSWILLOW GROVE BANCORP, INC. ANNOUNCES CONFERENCE CALL TO DISCUSS FOURTH QUARTER AND YEAR END FISCAL 2006 RESULTSWayne, Pennsylvania – (August 9, 2006) Willow Grove Bancorp, Inc. (the "Company")(Nasdaq:WGBC), the holding company for Willow Grove Bank, today announced that its results for the fourth quarter and year end fiscal 2006 will be released on Monday, August 14, 2006 after the close of the market. Upon its issuance, you may access a copy of the earnings release on the Company’s website at www.willowgrovebank.com. In conjunction with the release, the Company will host a conference call on Tuesday, August 15, 2006 at 10:00 a.m. Eastern Time to discuss fourth quarter and year end fiscal 2006 results, followed by a brief question and answer session. Willow Grove Bancorp, Inc. invites all interested parties to listen to its conference call, which will be broadcast through a webcast on the Company’s website. To access the call, please visit the Company’s website at www.willowgrovebank.com. An online archive of the webcast will be available within two hours of the conclusion of the call and will remain available through Tuesday, August 29, 2006. Interested parties may also participate by calling 973-321-1023 at 9:55 a.m. Eastern Time on August 15, 2006, and referencing ID #7717982. A taped replay of the conference call will be available within two hours of the conclusion of the call and will remain available through Tuesday, August 29, 2006. The number to call for the taped replay is 973-341-3080 and the conference PIN is #7717982. About Willow Grove Bancorp, Inc. Willow Grove Bancorp, Inc. is the holding company for Willow Grove Bank. Willow Grove Bank, founded in 1909, is a full-service, community-oriented bank, offering a broad array of deposit, loan and investment products for individuals and businesses. With 28 locations across Montgomery, Chester, Bucks and Philadelphia counties, Pennsylvania, Willow Grove Bank offers its customers and clientele convenient locations, extended hours, and the personal attention of a local bank, with the products and services of a regional one. Additional information is available at: www.willowgrovebank.com. Forward Looking Statements: The information contained in this press release may contain forward-looking statements (as defined in the Securities Exchange Act of 1934 and the regulations thereunder) which are not historical facts or as to Willow Grove Bancorp, Inc. management's intentions, plans, beliefs, expectations or opinions. Forward-looking statements may be identified by the use of words such as "believe", "expect", “will”, "anticipate", "intend", "plan", "estimate", "could", "may", "likely", "probably" or "possibly". Willow Grove Bancorp undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made. WILLOW GROVE BANCORP, INC. ANNOUNCES FOURTH QUARTER DIVIDENDWayne, Pennsylvania – July 27, 2006 - Willow Grove Bancorp, Inc. (the “Company”) (Nasdaq/NMS: WGBC), the holding company for Willow Grove Bank (the “Bank”), announced that its Board of Directors, at its July 25, 2006 meeting, declared a $0.12 cash dividend on each share of common stock of the Company, payable on August 25, 2006 to shareholders of record at the close of business on August 11, 2006. About Willow Grove Bank: Willow Grove Bancorp, Inc. is the holding company for Willow Grove Bank, a federally chartered savings bank. Willow Grove Bank was founded in 1909 and operates 28 branch locations in Bustleton, Dresher, Hatboro, Holland, Huntingdon Valley, Maple Glen, North Wales, Rhawnhurst, Roslyn Valley, Somerton, Southampton, Warminster (two), Willow Grove, Downingtown, Exton, Frazer, Thorndale, Westtown, Airport Village, Brandywine Square, Devon, Kennett Square, Eagle, Coatesville, Avondale, Wayne and West Chester, Pennsylvania. Additional information is available at: www.willowgrovebank.com. WILLOW GROVE BANCORP, INC. ADDED TO THE RUSSELL 3000® INDEXKing of Prussia, PA – July 17, 2006 - Willow Grove Bancorp, Inc. (NASDAQ: WGBC) announced today that, as of July 3, 2006, the Company has been added to the Russell 3000 Index, a roster of 3,000 U.S. public companies with the highest market capitalization. "We believe that the addition of Willow Grove to the Russell 3000 is indicative of the success we have had serving the best banking markets in Southeastern Pennsylvania”, said Donna Coughey, Chief Executive Officer of Willow Grove Bancorp, Inc. “By offering a wide array of consumer and business banking solutions, coupled with a dedication to customer service, we are able to meet and exceed the needs of current and prospective customers, as well as increase revenues and assets." The Russell 3000 Index offers investors access to the broad U.S. equity universe representing approximately 98% of the U.S. market. The Russell 3000 is constructed to provide a comprehensive, unbiased, and stable barometer of the broad market and is completely reconstituted annually to ensure new and growing equities are reflected. About Willow Grove Bancorp, Inc.: Willow Grove Bancorp, Inc. is the holding company for Willow Grove Bank, a federally chartered savings bank. Willow Grove Bank was founded in 1909 and operates 28 branch locations in Bustleton, Dresher, Hatboro, Holland, Huntingdon Valley, Maple Glen, North Wales, Rhawnhurst, Roslyn Valley, Somerton, Southampton, Warminster (two), Willow Grove, Downingtown, Exton, Frazer, Thorndale, Westtown, Airport Village, Brandywine Square, Devon, Kennett Square, Eagle, Coatesville, Avondale, Wayne and West Chester, Pennsylvania. Additional information is available at: http://www.willowgrovebank.com. Forward-Looking Statements: The information contained in this press release may contain forward- looking statements (as defined in the Securities Exchange Act of 1934 and the regulations thereunder) which are not historical facts or as to Willow Grove Bancorp, Inc. management's intentions, plans, beliefs, expectations or opinions. Forward-looking statements may be identified by the use of words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "could," "may," "likely," "probably" or "possibly." Willow Grove Bancorp undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made. WILLOW GROVE BANCORP, INC. ANNOUNCES THIRD QUARTER DIVIDENDWILLOW GROVE BANCORP, INC. ANNOUNCES RECORD THIRD QUARTER EARNINGS WILLOW GROVE BANCORP, INC. ANNOUNCES CONFERENCE CALL TO DISCUSS THIRD QUARTER FISCAL 2006 RESULTS WILLOW GROVE BANCORP, INC. ANNOUNCES RECORD SECOND QUARTER EARNINGS Maple Glen, Pennsylvania – (February 6, 2006) Willow Grove Bancorp, Inc. (the “Company”) (Nasdaq/NMS: WGBC), the holding company for Willow Grove Bank (the “Bank”), reported record net income of $3.9 million, or $0.27 per diluted share, for the second quarter ended December 31, 2005, a 28% increase over $0.21 per diluted share on net income of $2.0 million, in the same quarter of 2004. During the quarter, the Company’s operating results received the full benefit of its acquisition of Chester Valley Bancorp, which was consummated effective after the close of business on August 31, 2005. The Company’s consolidated total assets were $1.6 billion at December 31, 2005, an increase of 64.5%, or $618.7 million, from total assets of $959.3 million at June 30, 2005. Donna M. Coughey, President and CEO of the Company said: “The new Willow Grove Bank is off to a great start after closing the acquisition of Chester Valley Bancorp as reflected in this quarter’s results. Additionally, we completed the conversion of our core operating systems to a single platform in November. We are now focusing our activities on growing our Company by increasing customer acceptance of our business model for a locally-based, customer-focused community bank. During the quarter, we have begun to realize a number of our projected cost savings and are confident that the full benefit of the savings will be achievable. The balance sheet restructuring, which began in September and continued during the most recent quarter, has resulted in increased margins. The culmination of the restructure and the mix of assets and liabilities that were acquired through Chester Valley Bancorp resulted in a positive increase in our asset sensitivity, which has been beneficial in the current rising interest rate environment. For the quarter ended December 31, 2005, our net interest rate spread and net interest margin, computed on a fully tax equivalent basis, were 3.72% and 3.80%, respectively. This compares to 2.90% and 3.29%, respectively, for the quarter ended December 31, 2004. Additionally, as compared to the quarter ended September 30, 2005, the net interest margin increased from 3.46% to 3.80% or 34 basis points.” Total deposits at quarter end were $1.0 billion, compared to $602.7 million at fiscal year-end, an increase of 67.2%. Deposits did, however, experience a decline of approximately $23.1 million as compared to September 30, 2005. A portion of the decline is cyclical in that the Company’s municipal customers’ account balances historically decline during November and December and rebound as the municipalities increase their account balances during the first four calendar months as tax receipts are received. Pressure has been experienced in the Company’s higher balance money market and certificate accounts as competitors have significantly increased rates for these customers. To this point, the Company has not been willing to over pay for these deposits as loan growth has been funded through receipts from lower yielding investment security sales and repayments. Net interest income for the quarter was $13.6 million, compared to $7.9 million in the prior year’s second quarter. The growth was attributed primarily to growth in interest-earning asset balances year over year as well as the increase in the net interest margin. At quarter end, total gross loans outstanding increased to nearly $1.1 billion, which represented an annualized growth rate of 6.8% for the combined organization through the second quarter. Loan growth was primarily focused in commercial business loans, commercial real estate loans and consumer loans. Credit quality of Willow Grove Bank’s loan portfolio at quarter end continued to be solid, with a ratio of non-performing loans to total loans of 0.52% at quarter end compared to 0.46% at June 30, 2005. The Company’s allowance for loan losses totaled $14.2 million, or 1.33% of gross loans at quarter end, compared to $6.1 million, or 1.03% of total loans at June 30, 2005. The increase was the result of change in the mix of the loan portfolio with less concentration in lower risk single-family residential mortgage loans and a larger concentration in commercial loans. Non-interest income was $2.3 million in the second quarter, an increase from $865 thousand in the second quarter of fiscal 2004. The rollout of Chester Valley Bancorp’s cash management products and other deposit service products as well as the investment management and trust services to the Willow Grove Bank customer base is expected to continue to drive growth in non-interest income during the fiscal year ending on June 30, 2006. Non-interest expense was $9.8 million, compared to $5.4 million in last year’s second quarter. The Company has begun to realize the expected $2.0 million in annualized cost savings from the merger consolidation efforts. Included in non-interest expense are approximately $ 250 thousand in severance charges related to displaced employees, $150 thousand in customer communication charges related to the back-office system conversion and professional fees of $200 thousand for consultants assisting in the merger integration as well as integrating the combined Sarbanes-Oxley Compliance initiatives. Net income for the six-months ended December 31, 2005 was $4.8 million or $0.38 per diluted share compared to $3.8 million and $0.40 per diluted share for the six-months ended December 31, 2004. As noted above, the Chester Valley acquisition occurred after the close of business on August 31, 2005 and therefore the six-month results only reflect four months of the combination. About Willow Grove Bank: Willow Grove Bancorp, Inc. is the holding company for Willow Grove Bank, a federally chartered savings bank. Willow Grove Bank was founded in 1909 and operates 27 branch locations in Bustleton, Dresher, Hatboro, Holland, Huntingdon Valley, Maple Glen, North Wales, Rhawnhurst, Roslyn Valley, Somerton, Southampton, Warminster (two), Willow Grove, Downingtown, Exton, Frazer, Thorndale, Westtown, Airport Village, Brandywine Square, Devon, Kennett Square, Eagle, Coatesville, Avondale and West Chester, Pennsylvania. Additional information is available at: www.willowgrovebank.com. Forward Looking Statements: The information contained in this press release may contain forward-looking statements (as defined in the Securities Exchange Act of 1934 and the regulations thereunder) which are not historical facts or as to Willow Grove Bancorp, Inc. management's intentions, plans, beliefs, expectations or opinions. Forward-looking statements may be identified by the use of words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “could”, “may”, “likely”, “probably” or “possibly”. These statements include, but are not limited to, statements regarding plans, objectives and expectations with respect to future operations and statements regarding future performance. Such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond the control of Willow Grove Bancorp and its management, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Uncertainties regarding the integration of Chester Valley’s operations and the anticipated cost savings, among other factors, could cause actual results to differ materially from the anticipated results expressed in the forward-looking statements. Other factors that may affect the Company’s future operations are discussed in the documents filed by Willow Grove Bancorp with the Securities and Exchange Commission (“SEC”) from time to time, including the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2005. Additional factors that may cause the results referenced in forward-looking statements to differ from actual results include general economic conditions and the interest rate yield curve, changes in deposit flows, changes in credit quality and legislative and regulatory changes, among other things. Copies of these documents may be obtained from Willow Grove Bancorp upon request without charge (except for the exhibits thereto) or can be accessed at the website maintained by the SEC at http://www.sec.gov. Willow Grove Bancorp undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made. WILLOW GROVE BANCORP INC ANNOUNCES ITS SECOND QUARTER DIVIDENDMaple Glen, Pennsylvania – (February 1, 2006) Willow Grove Bancorp, Inc. (the “Company”) (Nasdaq/NMS: WGBC), the holding company for Willow Grove Bank (the “Bank”), announced that its Board of Directors, at its January 24, 2006 meeting, declared a $0.12 cash dividend on each share of common stock of the Company, payable on February 17, 2006 to shareholders of record at the close of business on February 3, 2006. In a release dated January 19, 2006, the Company announced that it will host a conference call on Tuesday, February 7, 2006 at 11:00 a.m. eastern time to discuss second quarter fiscal 2006 results, followed by a brief question and answer session. Interested parties may participate by calling 412-858-4600 at 10:55 a.m. eastern time on February 7, 2006. About Willow Grove Bank: Willow Grove Bancorp, Inc. is the holding company for Willow Grove Bank, a federally chartered savings bank. Willow Grove Bank was founded in 1909 and operates 27 branch locations in Bustleton, Dresher, Hatboro, Holland, Huntingdon Valley, Maple Glen, North Wales, Rhawnhurst, Roslyn Valley, Somerton, Southampton, Warminster (two), Willow Grove, Downingtown, Exton, Frazer, Thorndale, Westtown, Airport Village, Brandywine Square, Devon, Kennett Square, Eagle, Coatesville, Avondale and West Chester, Pennsylvania. Additional information is available at: www.willowgrovebank.com. Forward Looking Statements: The information contained in this press release may contain forward-looking statements (as defined in the Securities Exchange Act of 1934 and the regulations thereunder) which are not historical facts or as to Willow Grove Bancorp, Inc. management's intentions, plans, beliefs, expectations or opinions. Forward-looking statements may be identified by the use of words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “could”, “may”, “likely”, “probably” or “possibly”. Willow Grove Bancorp undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made. WILLOW GROVE BANCORP, INC. ANNOUNCES FIRST QUARTER RESULTS, DECLARES CASH DIVIDENDMaple Glen, Pennsylvania – (November 2, 2005) Willow Grove Bancorp, Inc. (the “Company”) (Nasdaq/NMS: WGBC), the holding company for Willow Grove Bank (the “Bank”), reported net income of $1.0 million, or $0.09 per diluted share, for the first quarter ended September 30, 2005 compared to $1.8 million, or $0.19 per diluted share in the same quarter of 2004. During the quarter, the Company completed its acquisition of Chester Valley Bancorp and recorded several acquisition-related charges, including $581,000 in losses resulting from the sale of investment securities in conjunction with the restructuring of the combined balance sheet, $348,000 in compensation charges related to an executive contract and severance charges, and $125,000 in merger-related customer communications expenses. The Statement of Operations reflects only one month of the Company’s combination with Chester Valley Bancorp. The Company’s consolidated total assets were $1.6 billion at September 30, 2005, an increase of 68.2%, or $653.8 million, from total assets of $959.3 million at June 30, 2005. The acquisition of Chester Valley resulted in an increase in total tangible assets of approximately $653.4 million. Additionally, as result of the application of purchase accounting for the acquisition, the Company recorded an approximate $105.5 million of intangible assets, including a $15.5 million core deposit intangible asset with the remainder recorded as goodwill. Donna M. Coughey, President and CEO of the Company said: “The new Willow Grove Bank is off to a great start after closing the acquisition of Chester Valley Bancorp this quarter. Customer acceptance of our business model for a locally-based, customer-focused community bank is strong and we are seeing great results from our integration activities. Even with just one month of actual results from the combined operations, we are confident that our projected cost savings will be achievable. In addition, the finance department worked hard this quarter to streamline and restructure our balance sheet. During the quarter, we liquidated lower-yielding longer-term investment securities and utilized a portion of the proceeds to repay higher-rate borrowings. These actions enhanced asset sensitivity of the balance sheet and positioned the Bank for expanding profit margins in a rising interest rate environment.” Total deposits at quarter end were $1.0 billion, compared to $602.7 million at fiscal year-end, an increase of 71.0%. The integration of Chester Valley Bancorp’s branch-based small business lending product into the Willow Grove branches, which is planned for the calendar quarter ending December 31, 2005, is expected to further enhance the Bank’s ability to generate new commercial demand deposit accounts. Net interest income for the quarter was $9.1 million, compared to $7.4 million in the prior year’s first quarter. The growth was attributed primarily to growth in interest-earning assets balances year over year. The acquisition of Chester Valley Bancorp increased average interest earning assets during the quarter by approximately $200 million. The Company’s net interest margin computed on a fully tax equivalent basis was 3.46% for the quarter, a 17 basis point increase as compared to the prior year’s first quarter. Following the close of the Chester Valley Bancorp acquisition, our net interest margin computed on a fully tax equivalent basis expanded to 3.51% in the month of September from Willow Grove Bancorp’s run rate of 3.03% in the first two months of the quarter. The increase was primarily a result of the above noted balance sheet restructuring as well as the increased interest rate sensitivity and higher interest margin of the assets acquired from Chester Valley Bancorp. At quarter end, total gross loans outstanding increased to nearly $1.1 billion, which represented an annualized growth rate of 9.3% for the combined organization in the first quarter. Loan growth was primarily focused in commercial business loans, commercial real estate loans and consumer loans. Credit quality of Willow Grove Bank’s loan portfolio at quarter end continued to be solid, with a ratio of non-performing loans to total loans of 0.44% at quarter end compared to 0.59% one year ago. The Company’s allowance for loan losses totaled $13.5 million, or 1.28% of total loans at quarter end, compared to $6.1 million, or 1.03% of total loans at fiscal year-end. Non-interest income was $803,000 in the first quarter, an increase from $767,000 in the first quarter of fiscal 2004. Excluding securities gains and losses, non-interest income increased to $1.4 million for the quarter ended September 30, 2005 compared to $755,000 for the comparable prior year period ended on September 30, 2004. The rollout of Chester Valley Bancorp’s cash management products and other deposit service products as well as the investment management and trust services to the Willow Grove Bank customer base is expected to continue to drive growth in non-interest income during the fiscal year ending on June 30, 2006. Non-interest expense was $7.9 million, compared to $5.4 million in last year’s first fiscal quarter. The Company expects to generate $2.0 million in annualized cost savings from the consolidation activities beginning in the quarter ending December 31, 2005. The Company also announced that its Board of Directors, at its October 25, 2005 meeting, declared a $0.12 cash dividend on each share of common stock of the Company, payable on November 22, 2005 to shareholders of record at the close of business on November 8, 2005. About Willow Grove Bank: Willow Grove Bancorp, Inc. is the holding company for Willow Grove Bank, a federally chartered savings bank. Willow Grove Bank was founded in 1909 and operates 27 branch locations in Bustleton, Dresher, Hatboro, Holland, Huntingdon Valley, Maple Glen, North Wales, Rhawnhurst, Roslyn Valley, Somerton, Southampton, Warminster (two), Willow Grove, Downingtown, Exton, Frazer, Thorndale, Westtown, Airport Village, Brandywine Square, Devon, Kennett Square, Eagle, Coatesville, Avondale and West Chester, Pennsylvania. Additional information is available at: www.willowgrovebank.com. Forward Looking Statements: The information contained in this press release may contain forward-looking statements (as defined in the Securities Exchange Act of 1934 and the regulations thereunder) which are not historical facts or as to Willow Grove Bancorp, Inc. management's intentions, plans, beliefs, expectations or opinions. Forward-looking statements may be identified by the use of words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “could”, “may”, “likely”, “probably” or “possibly”. These statements include, but are not limited to, statements regarding plans, objectives and expectations with respect to future operations and statements regarding future performance. Such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond the control of Willow Grove Bancorp and its management, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Uncertainties regarding the integration of Chester Valley’s operations and the anticipated cost savings, among other factors, could cause actual results to differ materially from the anticipated results expressed in the forward-looking statements. Other factors that may affect the Company’s future operations are discussed in the documents filed by Willow Grove Bancorp with the Securities and Exchange Commission (“SEC”) from time to time, including the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2005. Additional factors that may cause the results referenced in forward-looking statements to differ from actual results include general economic conditions and the interest rate yield curve, changes in deposit flows, changes in credit quality and legislative and regulatory changes, among other things. Copies of these documents may be obtained from Willow Grove Bancorp upon request without charge (except for the exhibits thereto) or can be accessed at the website maintained by the SEC at http://www.sec.gov. Willow Grove Bancorp undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made. WILLOW GROVE BANCORP, INC. ANNOUNCES NEW HOLDING COMPANY HEADQUARTERSContact: Joseph T. Crowley Chief Financial Officer 215-646-5405 WILLOW GROVE BANCORP, INC. ANNOUNCES NEW HOLDING COMPANY HEADQUARTERS Holding Company headquarters and operations center to be housed in King of Prussia, PA Headquarters for Willow Grove and First Financial divisions to remain in Maple Glen, PA and Downingtown, PA, respectively Maple Glen, PA — October 26, 2005—Willow Grove Bancorp, Inc. (Nasdaq: WGBC) (the “Company”) today announced that its new corporate headquarters for the holding company will be located in King of Prussia, PA. The Wayne, PA office of the Company’s brokerage and investment firm, Philadelphia Corporation for Investment Services, will also be relocated to this location. The company expects to occupy the building during the first calendar quarter of 2006. The King of Prussia facility will also become the centralized operations center for the Company. Operations and servicing employees at the site will focus primarily on back office and support functions associated with check processing, accounting and finance, and loan servicing. The approximate 45,000 square foot facility will house a total of approximately 150 employees of the Company. The Willow Grove and First Financial divisions of Willow Grove Bank will remain headquartered at their current locations in Maple Glen, PA and Downingtown, PA, respectively. “This is an exciting step forward as we continue the integration process and drive Willow Grove Bancorp, Inc. ahead as the community banking leader in the Philadelphia area,” said Donna Coughey, President & Chief Executive Officer of Willow Grove Bancorp, Inc. “Situated ideally between the headquarters of our two divisions, this facility will serve as a bridge between the two franchises and leverages our operating efficiencies.” The address for the new location will be 170 South Warner Road, King of Prussia, PA. The move to the new facility is expected to take place during the first calendar quarter of 2006. In addition to relocating its corporate headquarters, the Company has entered into a sale/leaseback transaction with respect to certain of its owned branch office properties. Taken together, the proposed new headquarters office and sale/leaseback transactions are expected to be essentially neutral to the Company’s future operating results. About Willow Grove Bank: Willow Grove Bancorp, Inc. is the holding company for Willow Grove Bank, a federally chartered savings bank. Willow Grove Bank was founded in 1909 and operates 27 branch locations in Bustleton, Dresher, Hatboro, Holland, Huntingdon Valley, Maple Glen, North Wales, Rhawnhurst, Roslyn Valley, Somerton, Southampton, Warminster (two), Willow Grove, Downingtown, Exton, Frazer, Thorndale, Westtown, Airport Village, Brandywine Square, Devon, Kennett Square, Eagle, Coatesville, Avondale and West Chester, Pennsylvania. Additional information is available at: www.willowgrovebank.com. Forward Looking Statements: The information contained in this press release may contain forward-looking statements (as defined in the Securities Exchange Act of 1934 and the regulations thereunder) which are not historical facts or as to Willow Grove Bancorp, Inc. management's intentions, plans, beliefs, expectations or opinions. Forward-looking statements may be identified by the use of words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “could”, “may”, “likely”, “probably” or “possibly”. These statements include, but are not limited to, statements regarding plans, objectives and expectations with respect to future operations and statements regarding future performance. Such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond the control of Willow Grove Bancorp and its management, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Uncertainties regarding the timing and expense related to the Company’s new headquarters office and its branch office transaction, among other factors, could cause actual results to differ materially from the anticipated results expressed in the forward-looking statements. Other factors that may affect the Company’s future operations are discussed in the documents filed by Willow Grove Bancorp with the Securities and Exchange Commission (“SEC”) from time to time. Copies of these documents may be obtained from Willow Grove Bancorp upon request without charge (except for the exhibits thereto) or can be accessed at the website maintained by the SEC at http://www.sec.gov. Willow Grove Bancorp undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made. ### WILLOW GROVE BANCORP, INC. ANNOUNCES FINAL MERGER CONSIDERATION ELECTION AND ALLOCATION RESULTSMaple Glen, PA—September 20, 2005—Willow Grove Bancorp, Inc. (“Willow Grove”) (Nasdaq: WGBC) today announced the final election and allocation results as to the form of merger consideration that the former shareholders of Chester Valley Bancorp Inc. (“Chester Valley”) will receive in the merger of Chester Valley with and into Willow Grove. The merger closed on August 31, 2005. Pursuant to the Agreement and Plan of Merger between Willow Grove and Chester Valley (the “Merger Agreement”), holders of the 5,183,278 outstanding shares of the Chester Valley’s common stock were entitled to elect, among two types of consideration for each share of Chester Valley common stock: (1) 1.4823 shares of Willow Grove common stock, subject to allocation and proration; or (2) $27.90 cash, subject to allocation and proration. The allocation and proration provisions of the Merger Agreement require that 64.76% of the aggregate merger consideration be paid in Willow Grove common stock and 35.24% be paid in cash. Willow Grove and its exchange agent have completed their processing of the elections, and report that: * Holders of approximately 63.6% of the previously outstanding shares of Chester Valley common stock elected to receive cash in exchange for their Chester Valley shares; * Holders of approximately 22.1% of the previously outstanding shares of Chester Valley common stock elected to receive Willow Grove common stock in exchange for their Chester Valley shares; and * Holders of approximately 14.3% of the previously outstanding shares of Chester Valley common stock did not make an election or failed to make a valid election. Based on these results of the elections, under the terms of the Merger Agreement the merger consideration to be paid to Chester Valley shareholders is as follows: * For those who made cash elections: Each Chester Valley shareholder who made an election to receive cash will receive $27.90 in cash for approximately 55.4% of his/her Chester Valley shares and will receive 1.4823 shares of Willow Grove common stock for the remaining approximately 44.6% of his/her shares. Cash distributions should be made on or before September 23, 2005. * For those who made stock elections: Each Chester Valley shareholder who made an election to receive shares of Willow Grove common stock will receive 1.4823 shares of Willow Grove common stock for each of his/her Chester Valley shares. * For those who made no election: Each Chester Valley shareholder who did not make a valid election will receive 1.4823 shares of Willow Grove common stock for each of his/her Chester Valley shares.
Forward Looking Statements: The information contained in this press release may contain forward-looking statements (as defined in the Securities Exchange Act of 1934 and the regulations thereunder) which are not historical facts or as to Willow Grove Bancorp, Inc. management's intentions, plans, beliefs, expectations or opinions or with respect to the acquisition of Chester Valley Bancorp. These statements include, but are not limited to, financial projections and estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to future operations, products and services; and statements regarding future performance. Such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond the control of Willow Grove Bancorp and its management, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) economic and competitive conditions which could affect the volume of loan originations, deposit flows and real estate values; (2) the levels of non-interest income and expense and the amount of loan losses; (3) estimated cost savings from the acquisition of Chester Valley Bancorp not being fully realized within the expected time frame; (4) revenues following the acquisitions of Chester Valley Bancorp, Inc. being lower than expected; (5) competitive pressure among depository institutions increasing significantly; (6) costs or difficulties related to the integration of the businesses of Willow Grove Bancorp and Chester Valley Bancorp being greater than expected; (7) changes in the interest rate environment causing reduced interest margins; (8) general economic conditions, either nationally or in the markets in which Willow Grove Bancorp is or will be doing business, being less favorable than expected; or (9) legislation or changes in regulatory requirements adversely affecting the business in which Willow Grove Bancorp will be engaged as well as other factors discussed in the documents filed by Willow Grove Bancorp with the Securities and Exchange Commission ("SEC") from time to time. Copies of these documents may be obtained from Willow Grove Bancorp upon request and without charge (except for the exhibits thereto) or can be accessed at the website maintained by the SEC at http://www.sec.gov. Willow Grove Bancorp undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made. Contact: Willow Grove Bancorp, Inc. and Willow Grove Bank or Joseph T. Crowley WILLOW GROVE BANCORP, INC. AND CHESTER VALLEY BANCORP INC. COMPLETE MERGERPhiladelphia, Pennsylvania (September 1, 2005) Willow Grove Bancorp, Inc. (NASDAQ:WGBC) (“Willow Grove”) announced today that the merger of Chester Valley Bancorp Inc. (NASDAQ:CVAL) (“Chester Valley”) with Willow Grove was completed following the close of business on August 31, 2005. In addition, the merger of Chester Valley’s wholly owned bank subsidiary, First Financial Bank, with Willow Grove Bank was completed after the close of business on August 31st. The former banking offices of First Financial Bank are now operating as the “First Financial Division” of Willow Grove Bank. Donna M. Coughey, the former President and Chief Executive Officer of Chester Valley and First Financial Bank, has succeeded Frederick A. Marcell Jr. as President and Chief Executive Officer of Willow Grove and Willow Grove Bank upon Mr. Marcell’s retirement from those positions. The merger has resulted in a combined financial institution with approximately $1.5 billion in assets, deposits in excess of $1.0 billion and 27 banking offices in Montgomery, Chester, Bucks, Delaware and Philadelphia Counties, Pennsylvania. Ms. Coughey stated, “We are excited about the prospects of operating our now combined banking franchise in three of the most attractive markets in southeast Pennsylvania. We believe that as a locally based community bank with strong market positions in Montgomery, Bucks and Chester Counties, and our presence in northeastern Philadelphia coupled with our commitment to customer service focused on the needs of our retail and small business customers puts us in a unique position to grow our franchise and better serve our customers.” Ms. Rosemary Loring, who recently succeeded William W. Langan as Chair of the Board of Willow Grove and Willow Grove Bank, stated “This merger has resulted in the combination of two well known banking franchises operating in some of the most dynamic and fastest growing markets in the nation. We believe we have assembled a first rate management team and that, with our expanded product lines, increased lending limits and extensive cross-selling efforts, we will be implementing an exciting and improved business plan. Finally, I would like to recognize and thank my predecessor, Bill Langan, for all of his efforts in bringing this merger together and in his leadership of Willow Grove over the past 10 years. I look forward to his assistance in the future as he continues his role as a director.” Frederick A. Marcell Jr., former President and Chief Executive Officer of Willow Grove and Willow Grove Bank, stated “I am gratified that we have successfully completed this combination and view this as a fitting capstone for my career in banking. As I continue in my term as a director, I look forward to working with Donna and the six other former Chester Valley directors who have joined our Board. I believe our prospects are very promising.” Each share of Chester Valley common stock was converted into the right to receive either $27.90 in cash or 1.4823 shares of Willow Grove common stock. As previously disclosed in the merger agreement and election materials mailed to Chester Valley shareholders, the form of the merger consideration is subject to allocation and pro-ration in accordance with the terms of the merger agreement to ensure that 35.24% of the outstanding shares of Chester Valley will be converted into the right to receive cash and 64.76% will be converted into the right to receive Willow Grove stock. The election deadline is September 9, 2005 at 5:00 p.m. Eastern Time. Questions concerning election procedures and the exchange of Chester Valley stock certificates may be directed to the exchange agent, Registrar and Transfer Company at 1-800-368-5948. Approximately 5.0 million shares of Willow Grove common stock will be issued in the transaction, bringing the number of issued and outstanding shares of Willow Grove Bancorp to approximately 14.7 million. Willow Grove Bancorp, Inc. is the holding company for Willow Grove Bank, a federally chartered savings bank. Willow Grove Bank was founded in 1909 and conducts its business from its headquarters in Maple Glen, Pennsylvania, with 26 additional branch locations in Bustleton, Dresher, Hatboro, Holland, Huntingdon Valley, North Wales, Rhawnhurst, Roslyn Valley, Somerton, Southampton, Warminster (two), Willow Grove, Downingtown, Exton, Frazer, Thorndale, Westtown, Airport Village, Brandywine Square, Devon, Kennett Square, Eagle, Coatesville, Avondale and West Chester, Pennsylvania. Additional information is available at: www.willowgrovebank.com. Contacts: Joseph T. Crowley, Chief Financial Officer, Willow Grove Bancorp, Inc. and Willow Grove Bank, (610) 269-9700, Ext. 3085 The information contained in this press release may contain forward-looking statements (as defined in the Securities Exchange Act of 1934 and the regulations thereunder) which are not historical facts or as to Willow Grove Bancorp, Inc. management's intentions, plans, beliefs, expectations or opinions or with respect to the acquisition of Chester Valley Bancorp. These statements include, but are not limited to, financial projections and estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to future operations, products and services; and statements regarding future performance. Such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond the control of Willow Grove Bancorp and its management, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) economic and competitive conditions which could affect the volume of loan originations, deposit flows and real estate values; (2) the levels of non-interest income and expense and the amount of loan losses; (3) estimated cost savings from the acquisition of Chester Valley Bancorp not being fully realized within the expected time frame; (4) revenues following the acquisitions of Chester Valley Bancorp, Inc. being lower than expected; (5) competitive pressure among depository institutions increasing significantly; (6) costs or difficulties related to the integration of the businesses of Willow Grove Bancorp and Chester Valley Bancorp being greater than expected; (7) changes in the interest rate environment causing reduced interest margins; (8) general economic conditions, either nationally or in the markets in which Willow Grove Bancorp is or will be doing business, being less favorable than expected; or (9) legislation or changes in regulatory requirements adversely affecting the business in which Willow Grove Bancorp will be engaged as well as other factors discussed in the documents filed by Willow Grove Bancorp with the Securities and Exchange Commission ("SEC") from time to time. Copies of these documents may be obtained from Willow Grove Bancorp upon request and without charge (except for the exhibits thereto) or can be accessed at the website maintained by the SEC at http://www.sec.gov. Willow Grove Bancorp undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made. |
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