Item 1.01 Entry into a Material Definitive Agreement.
On
Merger Consideration
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 per share, of Lakeland ("Lakeland Common Stock") outstanding
immediately prior to the Effective Time, other than certain shares held by
Lakeland or Provident, will be converted into the right to receive 0.8319 of a
share (the "Exchange Ratio") of common stock, par value
Treatment of Lakeland's Equity Awards
The Merger Agreement provides that, at the Effective Time, except as otherwise
agreed between Lakeland and Provident, all Lakeland restricted stock awards and
Lakeland restricted stock unit awards under the Lakeland 2018 Omnibus Equity
Incentive Plan and the Lakeland 2009 Equity Program outstanding on
Certain Governance Matters
The Merger Agreement provides that, prior to the Effective Time, the board of
directors of Provident will take all actions necessary to adopt certain
amendments to the bylaws of Provident (the "Provident Bylaw Amendment")
regarding governance matters. Effective as of the Effective Time, and in
accordance with the Provident Bylaw Amendment, the number of directors that will
comprise the full boards of directors of
Certain Other Terms and Conditions of the Merger Agreement
The Merger Agreement contains customary representations and warranties from both Provident and Lakeland, and each party has agreed to customary covenants, including, among others, covenants relating to (i) the conduct of its business during the interim period between the execution of the Merger Agreement and the Effective Time, (ii) in the case of Provident, its obligation to call a meeting of its stockholders to approve the issuance of shares of Provident Common Stock pursuant to the Merger Agreement (the "Provident share issuance") and, subject to certain exceptions, the obligation of its board of directors to recommend that its stockholders approve the Provident share issuance, (iii) in the case of Lakeland, its obligation to call a meeting of its shareholders to approve the . . .
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
Item 7.01. Regulation FD Disclosure.
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The information in this Item 7.01 is being furnished pursuant to Item 7.01 and shall be not deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The furnishing of this information under Item 7.01 of Form 8-K will not be deemed an admission as to the materiality of any information herein.
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, datedSeptember 26, 2022 , by and amongProvident Financial Services, Inc., NL 239 Corp. andLakeland Bancorp, Inc. * 10.1 Amendment to the Change in Control Agreement forRonald E. Schwarz 10.2 Amendment to the Change in Control Agreement forJohn F. Rath 99.1 Joint Press Release, datedSeptember 27, 2022 99.2 Investor Presentation, datedSeptember 27, 2022 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A
copy of any omitted schedule will be furnished to the
provided, however, that the parties may request confidential treatment pursuant
to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any
document so furnished. Forward-Looking Statements
This Current Report on Form 8-K and the exhibits filed herewith include "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 and Lakeland's beliefs, goals, intentions, and expectations regarding the proposed transaction, revenues, earnings, earnings per share, loan production, asset quality, and capital levels, among other matters; our estimates of future costs and benefits of the actions we may take; our assessments of probable losses on loans; our assessments of interest rate and other market risks; our ability to achieve our financial and other strategic goals; the expected timing of completion of the proposed transaction; the expected cost savings, synergies and other anticipated benefits from the proposed transaction; 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, timing and closing of the proposed transaction.
Additionally, forward-looking statements speak only as of the date they are made; Provident and Lakeland do not assume any duty, and do 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 and Lakeland. Such statements are based upon the current beliefs and expectations of the management of Provident and Lakeland and are subject to significant risks and uncertainties outside of the control of the parties. 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 occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the Merger Agreement; the outcome of any legal proceedings that may be instituted against Provident or Lakeland; the possibility that the proposed transaction will not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated (and the risk that required regulatory approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); the ability of Provident and Lakeland to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of either or both parties to the proposed transaction; the possibility that the anticipated benefits of the proposed 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 and Lakeland do business; certain restrictions during the pendency of the proposed transaction that may impact the parties' ability to
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pursue certain business opportunities or strategic transactions; the possibility
that the transaction may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; diversion of management's
attention from ongoing business operations and opportunities; the possibility
that the parties may be unable to achieve expected synergies and operating
efficiencies in the merger within the expected timeframes or at all and to
successfully integrate Lakeland's operations and those of Provident; such
integration may be more difficult, time consuming or costly than expected;
revenues following the proposed transaction may be lower than expected;
Provident's and Lakeland's success in executing their respective 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 proposed transaction; effects of the announcement, pendency
or completion of the proposed transaction on the ability of Provident and
Lakeland to retain customers and retain and hire key personnel and maintain
relationships with their suppliers, and on their operating results and
businesses generally; and risks related to the potential impact of general
economic, political and market factors on the companies or the proposed
transaction and other factors that may affect future results of Provident and
Lakeland; uncertainty as to the extent of the duration, scope, and impacts of
the COVID-19 pandemic on Provident, Lakeland and the proposed transaction; 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
Additional Information and Where to Find It
In connection with the proposed transaction, Provident will file a registration
statement on Form S-4 with the
The information contained herein does not constitute an offer to sell or a
solicitation of an offer to buy any securities or a solicitation of any vote or
approval, nor shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. INVESTORS AND
SECURITY HOLDERS OF PROVIDENT AND LAKELAND AND THEIR RESPECTIVE AFFILIATES ARE
URGED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT
PROXY STATEMENT/PROSPECTUS TO BE INCLUDED WITHIN THE REGISTRATION STATEMENT ON
FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT PROVIDENT, LAKELAND AND THE PROPOSED TRANSACTION. Investors and security
holders will be able to obtain a free copy of the registration statement,
including the joint proxy statement/prospectus, as well as other relevant
documents filed with the
Participants in Solicitation
Provident, Lakeland, and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction under the rules of the
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