Provident Financial Services, Inc. (NYSE:PFS) (“Provident”), the
parent company of Provident Bank, and Lakeland Bancorp, Inc.
(Nasdaq: LBAI) (“Lakeland”), the parent company of Lakeland Bank,
today announced receipt of regulatory approval from the Board of
Governors of the Federal Reserve System (the “Federal Reserve”) for
Provident and Lakeland to complete their previously announced
merger. With this approval, no further regulatory approvals are
required to complete the merger.
Consistent with the approval of the Federal Deposit Insurance
Corporation for the merger, the Federal Reserve approval is subject
to a commitment by Provident to issue $200 million of Tier 2
qualifying subordinated debt prior to or concurrently with the
completion of the merger. In addition, Provident has committed to
submitting, within 60 days following the completion of the merger,
a capital plan to the Federal Reserve Bank of New York to maintain
satisfactory capital at the bank holding company, and for two years
following completion of the merger to provide the Federal Reserve
Bank of New York 30 days’ prior written notice of any capital
distribution, which capital distribution shall be consistent with
the capital plan.
The merger is expected to be completed in the second calendar
quarter, subject to the completion of the subordinated debt
issuance and satisfaction of customary closing conditions.
About Provident
Provident Financial Services, Inc. is the holding company for
Provident Bank, a community-oriented bank offering “commitment you
can count on” since 1839. Provident Bank provides a comprehensive
array of financial products and services through its network of
branches throughout northern and central New Jersey, Bucks, Lehigh
and Northampton counties in Pennsylvania, as well as Queens and
Nassau Counties in New York. The Bank also provides fiduciary and
wealth management services through its wholly owned subsidiary,
Beacon Trust Company and insurance services through its wholly
owned subsidiary, Provident Protection Plus, Inc.
About Lakeland
Lakeland Bank is the wholly-owned subsidiary of Lakeland
Bancorp, Inc., which had $11.14 billion in total assets as of
December 31, 2023. With an extensive branch network and commercial
lending centers throughout New Jersey and Highland Mills, New York,
the Bank offers business and retail banking products and services.
Business services include commercial loans and lines of credit,
commercial real estate loans, loans for healthcare services,
asset-based lending, equipment financing, small business loans and
lines and cash management services. Consumer services include
online and mobile banking, home equity loans and lines, mortgage
options and wealth management solutions. Lakeland is proud to be
recognized as New Jersey’s Best-In-State Bank by Forbes and
Statista for the fifth consecutive year, Best Banks to Work For by
American Banker, rated a 5-Star Bank by Bauer Financial and named
one of New Jersey’s 50 Fastest Growing Companies by NJBIZ.
Additional Information About the Subordinated Debt
Issuance
It is expected that the subordinated debt to be offered will be
issued pursuant to a prospectus supplement and an accompanying base
prospectus filed as part of Provident’s effective shelf
registration statement on Form S-3 (File No. 333- 275213).
Before considering an investment, investors should read the
prospectus in that registration statement and other documents
filed, or to be filed, with the Securities and Exchange Commission
(the “SEC”) for more complete information about the issuer and the
offering. A copy of the prospectus, and when available, the
prospectus supplement, are available without charge by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, a
copy of the prospectus, and when available, the prospectus
supplement, may be requested by calling Provident at 732-590-9300
or by contacting: Piper Sandler & Co. by telephone at
(866) 805-4128 or by email at fsgsyndicate@psc.com, or by emailing
Keefe, Bruyette & Woods at USCapitalMarkets@kbw.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the
subordinated debt, in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful.
Forward Looking Statements
This press release includes “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended,
with respect to Provident’s and Lakeland’s beliefs, goals,
intentions, and expectations regarding the proposed transaction,
revenues, earnings, earnings per share, loan production, asset
quality, and capital levels, among other matters; our estimates of
future costs and benefits of the actions we may take; our
assessments of probable losses on loans; our assessments of
interest rate and other market risks; our ability to achieve our
financial and other strategic goals; the expected timing of
completion of the raising of $200 million of Tier 2 qualifying
subordinated debt (the “Offering”) and the proposed transaction;
the expected cost savings, synergies and other anticipated benefits
from the proposed transaction; and other statements that are not
historical facts.
Forward‐looking statements are typically identified by such
words as “believe,” “expect,” “anticipate,” “intend,” “outlook,”
“estimate,” “forecast,” “project,” “should,” and other similar
words and expressions, and are subject to numerous assumptions,
risks, and uncertainties, which change over time. These
forward-looking statements include, without limitation, those
relating to the terms, timing and closing of the Offering and the
proposed transaction.
Additionally, forward‐looking statements speak only as of the
date they are made; Provident and Lakeland do not assume any duty,
and do not undertake, to update such forward‐looking statements,
whether written or oral, that may be made from time to time,
whether as a result of new information, future events or otherwise.
Furthermore, because forward‐looking statements are subject to
assumptions and uncertainties, actual results or future events
could differ, possibly materially, from those indicated in such
forward-looking statements as a result of a variety of factors,
many of which are beyond the control of Provident and Lakeland.
Such statements are based upon the current beliefs and expectations
of the management of Provident and Lakeland and are subject to
significant risks and uncertainties outside of the control of the
parties. Caution should be exercised against placing undue reliance
on forward-looking statements. The factors that could cause actual
results to differ materially include the following: the occurrence
of any event, change or other circumstances that could give rise to
the right of one or both of the parties to terminate the Merger
Agreement; the outcome of any legal proceedings that may be
instituted against Provident or Lakeland; the possibility that the
proposed transaction will not close when expected or at all because
the Offering is not completed on a timely basis or at all or other
conditions to the closing are not satisfied on a timely basis or at
all; the ability of Provident and Lakeland to meet expectations
regarding the timing, completion and accounting and tax treatments
of the proposed transaction; the risk that any announcements
relating to the Offering or the proposed transaction could have
adverse effects on the market price of the common stock of either
or both parties to the proposed transaction; the possibility that
any condition imposed or commitment entered into in connection with
regulatory approvals for the proposed transaction cannot be
satisfied; the possibility that the anticipated benefits of the
proposed transaction will not be realized when expected or at all,
including as a result of the impact of, or problems arising from,
the integration of the two companies or as a result of the strength
of the economy and competitive factors in the areas where Provident
and Lakeland do business; certain restrictions during the pendency
of the proposed transaction that may impact the parties’ ability to
pursue certain business opportunities or strategic transactions;
the possibility that the transaction may be more expensive to
complete than anticipated, including as a result of unexpected
factors or events; diversion of management’s attention from ongoing
business operations and opportunities; the possibility that the
parties may be unable to achieve expected synergies and operating
efficiencies in the merger within the expected timeframes or at all
and to successfully integrate Lakeland’s operations and those of
Provident; such integration may be more difficult, time consuming
or costly than expected; revenues following the proposed
transaction may be lower than expected; Provident’s and Lakeland’s
success in executing their respective business plans and strategies
and managing the risks involved in the foregoing; the dilution
caused by Provident’s issuance of additional shares of its capital
stock in connection with the proposed transaction; effects of the
announcement, pendency or completion of the proposed transaction on
the ability of Provident and Lakeland to retain customers and
retain and hire key personnel and maintain relationships with their
suppliers, and on their operating results and businesses generally;
the ability of Provident to complete the Offering on expected terms
or at all; and risks related to the potential impact of general
economic, political and market factors on the companies, the
Offering or the proposed transaction and other factors that may
affect future results of Provident and Lakeland; uncertainty as to
the impacts of natural disasters or health epidemics on Provident,
Lakeland and the proposed transaction; and the other factors
discussed in the “Risk Factors” section of each of Provident’s and
Lakeland’s Annual Report on Form 10‐K for the year ended December
31, 2023, and in other reports Provident and Lakeland file with the
SEC.
SOURCE: Provident Financial Services,
Inc.CONTACT: Investor Relations,
1-732-590-9300Web
Site: http://www.Provident.Bank
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