Lakeland Bancorp, Inc. and 1st Constitution Bancorp Announce Receipt of FDIC and New Jersey Approvals in Proposed Merger
OAK RIDGE, NJ and CRANBURY, NJ, November 5, 2021 (GLOBE NEWSWIRE) – Lakeland Bancorp, Inc. (âLakelandâ) (NASDAQ: LBAI), the parent company of Lakeland Bank, and 1st Constitution Bancorp (â1st Constitutionâ) ) (NASDAQ: FCCY), the parent company of 1st Constitution Bank, today announced that it has received approval from the Federal Deposit Insurance Corporation and the New Jersey Department of Banking and Insurance in connection with the proposed 1st Constitution merger with and in Lakeland.
The closing of the proposed merger remains subject to the approval or waiver of the Board of Governors of the Federal Reserve System, to the approval of Lakeland shareholders at the extraordinary meeting of shareholders to be held on December 3, 2021, the approval of the 1st Constitution of shareholders at the extraordinary shareholders’ meeting to be held on December 3, 2021, and certain other customary closing conditions.
About Lakeland Bancorp, Inc.
Lakeland Bancorp, Inc. has an extensive network of branches and commercial lending centers throughout New Jersey and Highland Mills, New York, and provides banking products and services to businesses and individuals. Business services include commercial loans and lines of credit, commercial real estate loans, health services loans, asset loans, equipment financing, small business loans and lines, and management services cash. 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 one of New Jersey’s Top State Banks by Forbes and Statista, rated 5 stars by Bauer Financial, and named one of New Jersey’s 50 Fastest Growing Companies by NJBIZ . As of September 30, 2021, Lakeland had total consolidated assets, total loans, total deposits and total equity of $ 8.17 billion, $ 5.88 billion, $ 6.93 billion and 814 billion. , $ 1 million, respectively.
About 1st Constitution Bancorp
1st Constitution Bancorp is a bank holding company headquartered and maintains its principal office in Cranbury, New Jersey with additional offices in Asbury Park, Fair Haven, Fort Lee, Freehold, Hamilton, Hightstown, Hillsborough, Hopewell, Jackson, Jamesburg , Lawrenceville, Little Silver, Long Branch, Manahawkin, Neptune City, Perth Amboy, Plainsboro, Princeton, Rocky Hill, Rumson, Shrewsbury and Toms River, New Jersey. Founded in 1989, 1st Constitution provides deposit and loan banking services to businesses, individuals, partnerships and other community organizations in central, coastal and northeastern New Jersey. As of September 30, 2021, 1st Constitution had consolidated total assets, total loans, total deposits and total equity of $ 1.91 billion, $ 1.20 billion, $ 1.64 billion, and $ 199.9 million, respectively. 1st Constitution is proud to be recognized by Newsweek magazine as “New Jersey’s Best Small Bank!” “
Additional information and where to find it
This communication does not constitute an offer to sell or the solicitation of an offer to buy securities or a solicitation of a vote or approval. In connection with the proposed merger, Lakeland filed with the Securities and Exchange Commission (the âSECâ) a registration statement which included a joint proxy statement from Lakeland and 1st Constitution which also constitutes a prospectus from Lakeland. The final joint proxy circular / prospectus was mailed to the respective shareholders of Lakeland and 1st Constitution on or about October 20, 2021. INVESTORS AND HOLDERS ARE ADVISED TO READ THE JOINT PROXY STATEMENT / THE PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENT TO THESE DOCUMENTS BECAUSE THESE DOCUMENTS CONTAIN (OR WILL CONTAIN) IMPORTANT INFORMATION. Investors and security holders can obtain a free copy of the registration statement and other documents filed by Lakeland and 1st Constitution with the SEC on the SEC website at www.sec.gov. These documents can be viewed and downloaded free of charge from the Lakeland website at www.lakelandbank.com or by directing a request to Investor Relations, Lakeland Bancorp, Inc., 250 Oak Ridge Road, Oak Ridge, New Jersey 07438 ( 973-697-2000). 1st Constitution documents can be viewed and downloaded free of charge from the 1st Constitution website at www.1stconstitution.com or by directing a request to Investor Relations, 1st Constitution Bancorp, 2650 Route 130, PO Box 634, Cranbury, New Jersey 08512 (609-655 -4500).
Participants in the call for tenders
Lakeland, 1st Constitution and their respective directors and officers may be considered participants in the solicitation of proxies from the shareholders of 1st Constitution and Lakeland with respect to the proposed merger. Information regarding the directors and officers of Lakeland can be found in its final proxy statement for its 2021 annual meeting of shareholders, which was filed with the SEC on April 9, 2021 and can be obtained free of charge from the website from Lakeland. Information regarding the directors and officers of 1st Constitution can be found in its final proxy statement for its 2021 annual meeting of shareholders, which was filed with the SEC on April 22, 2021 and can be obtained free of charge from the website of 1st Constitution. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interest, by securities or otherwise, is contained in the proxy circular / joint prospectus and other relevant documents filed or to be filed. from the SEC, when available.
Cautions Regarding Forward-Looking Information
This press release contains forward-looking statements regarding the proposed merger and the timing of the completion of the merger which are made in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words “anticipate” , “Plans”, “intends”, “believes”, “expects”, “believes”, “is considering”, “may”, “will”, “should”, “could” and to other similar expressions are intended to identify such forward-looking statements. These forward-looking statements are necessarily speculative and speak only as of the date they were made, and are subject to many assumptions, risks and uncertainties, all of which may change over time. Actual results could differ materially from these forward-looking statements. The following factors, among others, could cause actual results to differ materially and adversely from these forward-looking statements: failure to obtain Federal Reserve approval or waiver (and the risk that such approval could result in the imposition of conditions that could negatively affect the merged company); failure to obtain shareholder approval or to meet any of the other conditions of the transaction in a timely manner or at all or other delays in completing the transaction; the extent and duration of the COVID-19 pandemic and its impact on the global economy and financial market conditions, as well as on the business, results of operations and financial condition of Lakeland or the 1st Constitution ; the occurrence of any event, change or other circumstance that may give rise to the right of one or both parties to terminate the merger agreement; the outcome of any legal proceedings that may be brought against Lakeland or the 1st Constitution; failure to realize the anticipated efficiencies and synergies if the merger is completed; material adverse changes in the operations or profits of Lakeland or the 1st Constitution; the decline of the economy in the major markets of Lakeland and the 1st Constitution; potential unwanted reactions or changes in business relationships or with employees, including those resulting from the announcement or completion of the transaction; the dilution caused by Lakeland’s issuance of additional shares of its share capital as part of the merger; and other factors that may affect the future results of Lakeland or the 1st Constitution. Additional factors that could cause results to differ materially from those described above can be found in Lakeland’s annual report on Form 10-K for the year ended December 31, 2020 and in its subsequent quarterly reports on Form 10-Q, including in the respective risk report. The Factors sections of these reports, as well as in subsequent SEC filings, each of which is filed with the SEC and available in the “Investor Relations” section of Lakeland’s website, www.lakelandbank.com, under under “Documents” and in other documents that Lakeland files with the SEC, and in the Constitution’s 1st Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and in its subsequent quarterly reports on the form 10-Q, including in the respective Risk Factor sections of these reports, as well as in subsequent SEC filings, each of which is filed and available in the âInvestor Relationsâ section of the 1st Constitution website, www. 1stconstitution.com, under “SEC Filings” and in other documents 1s t Incorporation files with the SEC.
Neither Lakeland nor 1st Constitution assumes any obligation to update these forward-looking statements at any time.
Lakeland Bancorp, Inc .:
Thomas J. Shara
President and CEO
Thomas F. Splaine
Executive Vice President and Chief Financial Officer
1st Bancorp Constitution:
Robert F. Mangano
President and CEO