お知らせ • May 17
Provident Financial Services, Inc. (NYSE:PFS) completed the acquisition of Lakeland Bancorp, Inc. (NasdaqGS:LBAI).
Provident Financial Services, Inc. (NYSE:PFS) entered into a definitive merger agreement to acquire Lakeland Bancorp, Inc. (NasdaqGS:LBAI) for $1.2 billion on September 26, 2022. Under the terms of the merger agreement, Lakeland shareholders will receive 0.8319 shares of Provident common stock for each share of Lakeland common stock they own. Based on the closing price of Provident’s common stock on the New York Stock Exchange on September 26, 2022, the exchange ratio represented approximately $19.27 in value for each share of Lakeland common stock, representing a merger consideration of approximately $1.3 billion on an aggregate basis. Lakeland will merge with and into Provident, with Provident as the surviving corporation, and Lakeland Bank will merge with and into Provident Bank, with Provident Bank as the surviving bank. Upon completion of the transaction, Provident shareholders will own 58% and Lakeland shareholders will own 42% of the combined company. The combined company will operate under the “Provident Financial Services, Inc.” name and the combined bank will operate under the “Provident Bank” name. The combined company will trade under the Provident ticker symbol “PFS” on the New York Stock Exchange. A termination fee of $50 million will be payable by either Provident or Lakeland, as applicable, upon termination of the merger agreement, in case of termination by either of the parties, under certain circumstances. As of May 13, 2024, Provident Financial announced the completion of its offering and sale of $225 million of its 9.00% fixed-to-floating rate subordinated notes due 2034, purpose of the Offering was to satisfy certain previously announced regulatory conditions that were agreed to in connection with the merger. In light of the completion of the Offering, the Merger Transaction is now expected to close after the close of trading on May 15, 2024, pending satisfaction of customary closing conditions. The combined company’s board of directors will have sixteen directors, consisting of nine directors from Provident and seven directors from Lakeland. Christopher Martin, Provident’s Executive Chairman, will continue to serve as Executive Chairman of the combined company Board of Directors; Thomas Shara Jr., Lakeland’s President, Chief Executive Officer and director, will serve as Executive Vice Chairman of the combined company Board of Directors; Anthony Labozzetta, Provident’s President, Chief Executive Officer and director, will continue to serve in that role in the combined company; Thomas Lyons, Provident’s Senior Executive Vice President and Chief Financial Officer, will continue to serve in that role in the combined company; James Nigro, Timothy Matteson and John Rath, from Lakeland, will be joining the pro forma company executive management team; and, a Provident board representative will serve as the independent lead director of the combined company Board of Directors. The administrative headquarters of the combined company will be located in Iselin, New Jersey.
The transaction is subject to approval of shareholders of both Provident and Lakeland; shares of Provident common stock issued as consideration shall have been authorized for listing on the NYSE; regulatory approval; all statutory waiting periods in respect thereof having expired or been terminated, S-4 shall have become effective; receipt by each party of an opinion of legal counsel to the effect that on the basis of facts, representations and assumptions set forth or referred to in such opinion, the merger and the holdco merger, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code; and other customary closing conditions. The transaction has been unanimously approved by the Board of Directors of both Provident and Lakeland. Provident Financial Services’s and Lakeland’s Board of Directors unanimously recommends that holders of common stock vote for the merger. As of February 2, 2023, the transaction received their respective stockholder and shareholder approvals in connection with the proposed merger of Lakeland with and into Provident. On March 25, 2024, Provident Financial Services announced receipt of regulatory approvals from the Federal Deposit Insurance Corporation and the New Jersey Department of Banking and Insurance for Provident and Lakeland to complete their previously announced merger. With these approvals, the only pending regulatory approval required to complete the merger is the approval of the Board of Governors of the Federal Reserve System. As of April 11, 2024, the transaction was approved by the Board of Governors of the Federal Reserve System. The transaction is subject to the completion of $200 million subordinated debt issuance and satisfaction of customary closing conditions.
The merger is expected to close in the second quarter of 2023. As of December 20, 2023 the parties agreed to extend their merger agreement to March 31, 2024. On March 25, 2024, the two companies also expect to extend their merger agreement to June 30, 2024, the merger is expected to be completed in the second calendar quarter of 2024. As of April 11, 2024, The merger is expected to be completed in the second calendar quarter. H. Rodgin Cohen, Matthew M. Friestedt, David C. Spitzer and Mark J. Menting of Sullivan & Cromwell LLP acted as legal advisors to Provident. John J. Gorman, Marc P. Levy, Max Seltzer and Gregory Sobczak of Luse Gorman, P.C acted as legal advisors to Lakeland. Piper Sandler & Co. acted as financial advisor to Provident and acted as fairness opinion provider to Board of Directors of Provident. Joseph Moeller, Graham Hixon of Keefe, Bruyette & Woods, Inc. acted as financial advisor to Lakeland, and acted as fairness opinion provider to Board of Directors of Lakeland. Piper Sandler will receive a fee of approximately $9.8 million for financial advisory to Provident, which fee is contingent upon the closing of the merger and Piper Sandler also received a $2 million fee from Provident upon rendering its opinion. Lakeland agreed to pay KBW a cash fee equal to 0.95% of the aggregate merger consideration, $3,000,000 of which became payable to KBW with the rendering of KBW’s opinion and the balance of which is contingent upon the closing of the merger. Alliance Advisors, LLC acted as information agent for Lakeland and Provident against a fee of $8,750.
Provident Financial Services, Inc. (NYSE:PFS) completed the acquisition of Lakeland Bancorp, Inc. (NasdaqGS:LBAI) on May 15, 2024. The merger of Lakeland Bank with and into Provident Bank has also been completed. In connection with the closing of the merger, Provident and Provident Bank appointed five new directors to their Boards of Directors, who are all former directors of Lakeland: Thomas J. Shara, former President and Chief Executive Officer, will serve as Executive Vice Chairman, Brian M. Flynn, Brian A. Gragnolati, James E. Hanson II, Robert E. McCracken. In conjunction with the closing of the merger, Terence Gallagher and Robert McNerney have retired from the Boards of Directors of Provident and Provident Bank. With these changes, Provident and Provident Bank’s Boards of Directors each will be comprised of 14 members. In addition to Anthony Labozzetta and Thomas J. Shara, the company also formally named the other members of its executive leadership team: Thomas Lyons, Senior Executive Vice President and Chief Financial Officer, James Christy, Executive Vice President and Chief Risk Officer, Joseph Covell, Senior Vice President and General Auditor, Vito Giannola, Executive Vice President and Chief Banking Officer, George Lista, President and CEO, Provident Protection Plus, Inc., Bennett MacDougall, Executive Vice President and General Counsel, Timothy Matteson, Executive Vice President and Chief Administrative Officer, Valerie Murray, Executive Vice President and Chief Wealth Management Officer, James Nigro, Executive Vice President and Chief Credit Officer, Carolyn Powell, Executive Vice President and Chief Human Resources Officer, John Rath, Executive Vice President and Chief Lending Officer and Ravi Vakacherla, Executive Vice President and Chief Digital and Innovation Officer.