Lakeland Bancorp, Inc. entered into an agreement to acquire 1st Constitution Bancorp for approximately $240 million.
July 11, 2021
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Lakeland Bancorp, Inc. (NasdaqGS:LBAI) entered into an agreement to acquire 1st Constitution Bancorp (NasdaqGM:FCCY) for approximately $240 million on July 11, 2021. As per the terms, Lakeland will pay 1.3577 shares of Lakeland Bancorp common stock for each outstanding share of 1st Constitution Bancorp. Cash will be paid in lieu of fractional shares. Under the terms of Agreement and Plan of Merger, Company will merge with and into Lakeland, with Lakeland continuing as the surviving entity (the Merger), and the Bank will merge with and into Lakeland Bank. Termination fee of $9 million will be paid by 1st Constitution. Lakeland Bancorp, Inc. will pay a termination fee of $0.75 million. Robert F. Mangano, the Chief Executive Officer and President of 1st Constitution Bancorp and 1st Constitution Bank, is expected to join the Boards of Directors of Lakeland Bancorp and Lakeland Bank.
Completion of the Merger is subject to various conditions, including, among others, (i) approval by 1st Constitution Bancorp shareholders of the Merger Agreement and the transactions contemplated thereby, (ii) approval by Lakeland Bancorp shareholders of the issuance of shares of Lakeland Bancorp common stock pursuant to the Merger Agreement, (iii) effectiveness of the registration statement on Form S-4 for the Lakeland Bancorp common stock issuable in the Merger, (iv) approval of the listing on the NASDAQ Global Select Market of the Lakeland Bancorp common stock issuable in the Merger, (v) the receipt of all necessary approvals and consents of governmental entities required to consummate the transactions contemplated by the Merger Agreement. The Merger Agreement was approved by the Boards of Directors of each of Lakeland Bancorp and 1st Constitution Bancorp. Shareholders of 1st Constitution will hold a meeting on December 3, 2021 to approve the meeting. On November 5, 2021, the parties announced the receipt of regulatory approval from each of the Federal Deposit Insurance Corporation and the New Jersey Department of Banking and Insurance in connection with the proposed transaction. On December 7, 2021, Lakeland Bancorp, Inc. and 1st Constitution Bancorp announced the receipt of their respective shareholder approvals in connection with the proposed merger of 1st Constitution with and into Lakeland. As of December 10, 2021, the Federal Reserve Bank of New York has approved the transaction. As of October 22, 2021, the transaction is expected to close in January 2022. As of December 10, 2021, the transaction is expected to close on January 6, 2022.
John J. Gorman and Marc P. Levy of Luse Gorman, PC acted as legal advisor to Lakeland. Scott W. Goodman of Day Pitney LLP acted as legal advisor to 1st Constitution. Raymond James served as financial advisor and and fairness opinion provider to 1st Constitution and received a fee of $0.25 million for rendering pinion and $2.65 million for the merger. Keefe, Bruyette & Woods Inc, acted as financial advisor and fairness opinion provider to Lakeland Bancorp. Keefe, Bruyette & Woods will receive a fee of 0.75% of the merger consideration and $0.5 million of rendering opinion. Equiniti Trust Company served as proxy solicitor to Lakeland Bancorp, and will assist 1st Constitution in soliciting proxies for the 1st Constitution special meeting. Lakeland Bancorp will pay a fee of $7,500 to Equiniti and 1st Constitution will pay a fee of $5,000 to Equiniti. American Stock Transfer & Trust Company, LLC served as transfer agent to 1st Constitution Bancorp.
Lakeland Bancorp, Inc. is a bank holding company for Lakeland Bank (the Bank). The Bank offers a suite of financial products and services for businesses and consumers. The Company offers a range of lending, depository, and related financial services to individuals and small to medium sized businesses located primarily in northern and central New Jersey, the Hudson Valley region in New York and surrounding areas. The Bank provides services in three categories: commercial bank services, consumer banking and other services. The Bank offers a range of lending services include commercial real estate loans, commercial and industrial loans, short- and medium-term loans, letters of credit, and others. Its consumer banking services include checking accounts, savings accounts, money market accounts, certificates of deposit, online banking and other. In addition, the Bank provides commercial title insurance services and life insurance products. The Bank operates approximately 68 branch offices.