Provident Financial Services, Inc. (NYSE: PFS) (“Provident”)
announced today that its merger with Lakeland Bancorp, Inc.
(“Lakeland”) was completed, creating the premier super community
banking franchise in the region. The merger of Lakeland Bank with
and into Provident Bank has also been completed. In accordance with
the Agreement and Plan of Merger dated as of September 26, 2022, as
amended (the “Merger Agreement”), at the close of the transaction
Lakeland shareholders have the right to receive 0.8319 of a share
of Provident common stock for each share of Lakeland common stock
they owned immediately prior to the effective time of the merger,
along with cash in lieu of fractional shares. Following the
closing, Provident shareholders own 58% and Lakeland shareholders
will own 42% of the combined company.
On a pro forma basis, the combined company will
have approximately $24.5 billion of assets, $18.8 billion of loans,
deposits of $18.6 billion, and total stockholders’ equity of $2.3
billion. The combined company will operate under the “Provident
Financial Services, Inc.” name and the combined bank will operate
under the “Provident Bank” name and will operate 140 branches
across New Jersey and parts of New York and Pennsylvania.
The combined organization is strategically
positioned to benefit from a diverse revenue and earnings stream;
an expansive retail banking network; strong positions in several
lines of business, including commercial real estate, residential
mortgage origination, asset-based lending, and equipment lease
financing; along with a robust commercial banking platform. The
combined company will also benefit from two fee-based business
lines with its Beacon Trust wealth management subsidiary and
Provident Protection Plus insurance subsidiary.
Commenting on the completion of the merger, Anthony Labozzetta,
President and CEO said, “We are extremely pleased and excited to
announce the completion of our merger with Lakeland. The merger
creates a company with significant scale and capabilities with a
strong capital base and low credit risk profile. In Lakeland we
found a like-minded partner that shares our vision, values, and
commitment to our employees, customers, shareholders, and
communities.”
“Our employees will benefit from greater opportunities and
resources that a bank with nearly $25 billion in assets possesses,
customers will benefit by having access to a wider array of
products and services driven by enhanced technology, and our
communities will benefit from our commitment to helping those in
need, which dates back to 1839. More importantly, the entire
organization benefits from having a dynamic and experienced
executive leadership team selected from both companies. I am
delighted to welcome Lakeland's team members to Provident.”
Thomas J. Shara, Executive Vice Chairman and Lakeland’s former
President and CEO, added, “Our merger with Provident Bank presents
new opportunities for expansion, innovation and excellence. Our
long-standing commitment to serving our customers and communities
will remain unwavering as we build upon our combined strengths and
focus on the future together as one united team.” 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, partner at PKF O’Connor Davies, LLP
- Brian A. Gragnolati,
President and CEO of Atlantic Health System
- James E. Hanson II,
President and CEO of The Hampshire Companies
- Robert E. McCracken,
President of Smith-McCracken Funeral Home and Wood Funeral
Home
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.
“The company is privileged to add these five directors to its
Board,” said Christopher Martin, Executive Chairman. “Each brings a
unique set of skills and expertise to an already impressive and
diverse Board. I would also like to thank Terry Gallagher and Bob
McNerney for their dedicated service to our company. I know I speak
for the entire Board when I say that their advice and business
acumen have proved invaluable to our organization.”
In addition to Mr. Labozzetta and Mr. 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
- Ravi Vakacherla,
Executive Vice President and Chief Digital and Innovation
Officer
“When the merger was first announced, I stated that our
executive leadership team would be drawn from the combined
company’s deep talent pool,” said Mr. Labozzetta. “The exceptional
team we have assembled reflects our commitment to bring together a
diverse group of leaders who are committed to delivering an
exceptional employee and customer experience, and honoring our
long-standing commitment to the communities we serve,” added Mr.
Labozzetta.
Until the systems conversion, which is scheduled for early
September of 2024, the Provident and Lakeland retail banking
networks will continue to operate separately under their respective
brands. Customers of both banks will not experience any immediate
changes to their accounts, loan payments, use of debit cards,
access to ATMs, or access to account information, either on-line or
through mobile-banking applications.
About Provident Provident Financial Services,
Inc. (NYSE:PFS), is the holding company for Provident Bank, which
has assets of $24.5 billion on a pro forma basis. Provident Bank is
a community-oriented financial institution offering “commitment you
can count on” since 1839 and provides a comprehensive array of
financial products and business and retail services through its
network of branches throughout northern and central New Jersey,
Bucks, Lehigh and Northampton counties in Pennsylvania, as well as
Orange, Queens and Nassau Counties in New York. 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, and mortgage options. 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.
Forward Looking StatementsThis
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 beliefs, goals, intentions, and expectations
regarding revenues, earnings, earnings per share, loan production,
asset quality, and capital levels, among other matters; Provident’s
estimates of future costs and benefits of the actions it may take;
Provident’s assessments of probable losses on loans; Provident’s
assessments of interest rate and other market risks; Provident’s
ability to achieve its financial and other strategic goals; the
expected cost savings, synergies and other anticipated benefits
from the transaction between Provident and Lakeland; 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 of the transaction.
Additionally, forward-looking statements speak
only as of the date they are made; Provident does not assume any
duty, and does 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. Such
statements are based upon the current beliefs and expectations of
the management of Provident and are subject to significant risks
and uncertainties outside of the control of Provident. 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 outcome of
any legal proceedings that may be instituted against Provident; the
ability of Provident to meet expectations regarding the accounting
and tax treatments of the transaction; the possibility that the
anticipated benefits of the 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 does business; diversion of management’s
attention from ongoing business operations and opportunities; the
possibility that Provident may be unable to achieve expected
synergies and operating efficiencies in the merger within the
expected timeframes or at all and to successfully integrate
operations of the two companies; such integration may be more
difficult, time consuming or costly than expected; revenues
following the transaction may be lower than expected; Provident’s
success in executing its 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 transaction; effects of the completion of the
transaction on the ability of Provident to retain customers and
retain and hire key personnel and maintain relationships with their
suppliers, and on Provident’s operating results and businesses
generally; risks related to the potential impact of general
economic, political and market factors on Provident and other
factors that may affect future results of Provident; uncertainty as
to the impacts of natural disasters or health epidemics on
Provident; 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, in the “Risk Factors”
and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” sections of each of Provident’s and
Lakeland’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2024, and other reports Provident files with the
Securities and Exchange Commission.
Contact:Provident
Financial Services, Inc.Thomas M.
LyonsSenior Executive Vice President and Chief
Financial OfficerPhone:
732-590-9348Email:
thomas.lyons@provident.bank
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