Rhodium BA Holdings Submits Proposal to Acquire Sunnyside Bancorp for $18.50 per Share
Rhodium BA Holdings LLC (“Rhodium”), a New York-based investor, which through its special purpose subsidiary OppCapital Associates LLC beneficially owns approximately 9.82% of the outstanding common shares of Sunnyside Bancorp, Inc. (OTCBB: SNNY) (“Sunnyside” or the “Company”), today sent a letter to the Company’s Board of Directors presenting a fully financed proposal to acquire Sunnyside for $18.50 per share in cash.
Over the past twelve months, Rhodium has privately approached the Company with multiple expressions of interest to acquire the Company on attractive terms, which were rejected without explanation by Sunnyside’s Board of Directors. Rhodium’s current offer represents a 23% premium to Sunnyside’s closing price on April 19, 2021, a 19% premium to the price offered by DLP Bancshares Inc. and a 50% premium to the Company’s unaffected share price on March 16, 2021 prior to the announcement of the DLP Bancshares Inc. offer.
The full text of the letter follows:
April 20, 2021
Board of Directors
Sunnyside Bancorp, Inc.
56 Main Street
Irvington, New York 10533
Attention: Timothy D. Sullivan, Chairman
Dear Members of the Board:
I write on behalf of Rhodium BA Holdings LLC (“Rhodium”), which through its special purpose subsidiary OppCapital Associates LLC beneficially owns approximately 9.82% of the outstanding common stock of Sunnyside Bancorp, Inc. (“Sunnyside”). As you know, Rhodium has expressed its interest in purchasing up to 100% of Sunnyside’s stock on multiple occasions throughout the past twelve months. Rhodium initially expressed this interest to you in July 2020 and the offer—though it would have been potentially quite attractive to shareholders—was rejected without explanation. Rhodium again contacted you by letter on November 10, 2020, offering to purchase up to 100% of Sunnyside at a 15% premium to its tangible equity. This offer was likewise declined without explanation.
We were thus surprised by your announcement that you signed a definitive merger agreement with DLP Bancshares Inc. on March 16, 2021, without communicating with Rhodium with respect to its documented and sincere interest in a like transaction, especially considering that the agreed-upon merger price offered very little premium to Sunnyside’s trading price and was well beneath Rhodium’s then-most recent offer. Accordingly, we once again sent a letter to you on March 25, 2021 offering to purchase up to 100% of Sunnyside at a per share price in excess of the merger price, even when considering any break fees payable, and, once again, you summarily rejected our offer without explanation.