Introductory Note
This Current Report on Form 8-K is being filed in connection with the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated September 26, 2022, as amended (the “Merger Agreement”), by and among Provident Financial Services, Inc., a Delaware corporation (“Provident”), NL 239 Corp., a Delaware corporation and a direct, wholly owned subsidiary of Provident (“Merger Sub”), and Lakeland Bancorp, Inc. (“Lakeland”). Pursuant to the Merger Agreement, effective after the close of business on May 15, 2024, upon the terms and subject to the conditions set forth in the Merger Agreement, among other things, at the closing, (i) Merger Sub merged with and into Lakeland, with Lakeland as the surviving entity (the “Merger”), and (ii) immediately thereafter, Lakeland merged with and into Provident, with Provident as the surviving entity (the “Holdco Merger”). On May 16, 2024, following the Holdco Merger and before the opening of business, Lakeland Bank, a New Jersey state-chartered commercial bank and a wholly owned subsidiary of Lakeland, merged with and into Provident Bank, a New Jersey state-chartered savings bank and a wholly owned subsidiary of Provident, with Provident Bank as the surviving bank (the “Bank Merger” and, together with the Merger and the Holdco Merger, the “Transaction”).
| Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
On May 15, 2024, after the close of business, the Merger and the Holdco Merger were consummated. On May 16, 2024, following the Holdco Merger and before the opening of business, the Bank Merger was consummated.
Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, no par value, of Lakeland (“Lakeland Common Stock”) outstanding immediately prior to the Effective Time, other than certain shares held by Lakeland or Provident, was converted into the right to receive 0.8319 of a share (the “Exchange Ratio”) of common stock, par value $0.01 per share, of Provident (“Provident Common Stock” and such consideration, the “Merger Consideration”). Holders of Lakeland Common Stock will receive cash in lieu of fractional shares of Provident Common Stock.
Pursuant to the terms of the Merger Agreement, at the Effective Time, each Lakeland restricted stock award and Lakeland restricted stock unit award granted under the Lakeland 2018 Equity Incentive Plan and the Lakeland 2009 Equity Program (the “Lakeland Plans”) outstanding on September 26, 2022 accelerated in full and fully vested and was converted into the right to receive the Merger Consideration, less applicable withholding taxes. Any applicable performance-based vesting conditions were deemed achieved at “target” level performance at closing.
Pursuant to the terms of the Merger Agreement, each outstanding Lakeland restricted stock unit granted under the Lakeland Plans after September 26, 2022 ceased to represent a Lakeland restricted stock unit denominated in shares of Lakeland Common Stock and was converted into an award of restricted stock units in respect of shares of Provident Common Stock (each, a “Provident Restricted Stock Unit” award) equal to the number of shares of Lakeland Common Stock subject to such Lakeland restricted stock unit multiplied by the Exchange Ratio (rounded down to the nearest whole number), with any applicable performance-based vesting conditions deemed achieved at “target” level performance. Each such converted Provident Restricted Stock Unit will continue to be governed by the same terms and conditions, including vesting terms; provided, that any Provident Restricted Stock Unit in respect of a Lakeland restricted stock unit that had been subject to performance-based vesting prior to the Effective Time will be subject to time-based vesting and will cliff vest at the end of the applicable performance period.
The foregoing description of the Transaction and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, Amendment No. 1 to the Merger Agreement, and Amendment No. 2 to the Merger Agreement, which are filed as Exhibits 2.1, 2.2 and 2.3 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
| Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
As a result of the Merger, Lakeland no longer fulfills the listing requirements of the NASDAQ Global Select Market (“NASDAQ”). Lakeland notified NASDAQ that trading in Company common stock should be suspended and the listing of Company common stock should be removed, in each case effective as of the Effective Time, and requested that NASDAQ file with the U.S. Securities and Exchange Commission (the “SEC”) a notification of removal from listing and registration of Company common stock on Form 25 to effect the delisting of all shares of Lakeland Common Stock from NASDAQ and the deregistration of such Lakeland Common Stock under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange
