Lakeland Bancorp, Inc. (“Lakeland”) (NASDAQ: LBAI), the parent
company of Lakeland Bank, and 1st Constitution Bancorp
(“1st Constitution”) (NASDAQ: FCCY), the parent company of
1st Constitution Bank, announced today the receipt of Federal
Deposit Insurance Corporation and New Jersey Department of Banking
and Insurance approval in connection with the proposed merger of
1st Constitution with and into Lakeland.
The closing of the proposed merger remains subject to the
approval of or waiver by the Board of Governors of the Federal
Reserve System, the approval of Lakeland’s shareholders at the
special meeting of shareholders to be held on December 3, 2021, the
approval of 1st Constitution’s shareholders at the special
meeting of shareholders to be held on December 3, 2021, and certain
other customary closing conditions.
About Lakeland Bancorp, Inc.
Lakeland Bancorp, Inc. has an extensive branch network and
commercial lending centers throughout New Jersey and in Highland
Mills, New York, and offers business and retail banking products
and services. 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,
mortgage options and wealth management solutions. Lakeland is proud
to be recognized as one of New Jersey’s Best-In State
Banks by Forbes and Statista, rated a 5-Star Bank by
Bauer Financial and named one of New Jersey’s 50 Fastest Growing
Companies by NJBIZ. As of September 30, 2021, Lakeland had
consolidated total assets, total loans, total deposits and total
stockholders’ equity of $8.17 billion, $5.88 billion,
$6.93 billion and $814.1 million, respectively.
About 1st Constitution Bancorp
1st Constitution Bancorp is a bank holding company
headquartered and maintaining its main office in Cranbury, New
Jersey with additional offices in Asbury Park, Fair Haven, Fort
Lee, Freehold, Hamilton, Hightstown, Hillsborough, Hopewell,
Jackson, Jamesburg, Lawrenceville, Little Silver, Long Branch,
Manahawkin, Neptune City, Perth Amboy, Plainsboro, Princeton, Rocky
Hill, Rumson, Shrewsbury and Toms River, New Jersey. Founded in
1989, 1st Constitution provides deposit and loan banking
services to corporations, individuals, partnerships and other
community organizations throughout the central, coastal, and
northeastern areas of New Jersey. As of September 30, 2021,
1st Constitution had consolidated total assets, total loans,
total deposits and total shareholders’ equity of $1.91 billion,
$1.20 billion, $1.64 billion and $199.9 million,
respectively. 1st Constitution is proud to be recognized by
Newsweek Magazine as the “Best Small Bank in New Jersey!”
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. In connection with the proposed merger,
Lakeland filed with the Securities and Exchange Commission (the
“SEC”) a registration statement that included a joint proxy
statement of Lakeland and 1st Constitution that also constitutes a
prospectus of Lakeland. The definitive joint proxy
statement/prospectus was mailed to the respective shareholders of
Lakeland and 1st Constitution on or about October 20, 2021.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO SUCH DOCUMENTS
BECAUSE THESE MATERIALS CONTAIN (OR WILL CONTAIN) IMPORTANT
INFORMATION. Investors and security holders may obtain a free copy
of the registration statement and other documents filed by Lakeland
and 1st Constitution with the SEC at the SEC’s web site at
www.sec.gov. These documents may be accessed and downloaded for
free at Lakeland’s website at www.lakelandbank.com or by directing
a request to Investor Relations, Lakeland Bancorp, Inc., 250 Oak
Ridge Road, Oak Ridge, New Jersey
07438 (973-697-2000). 1st Constitution’s documents may be
accessed and downloaded for free at 1st Constitution’s website at
www.1stconstitution.com or by directing a request to Investor
Relations, 1st Constitution Bancorp, 2650 Route 130 P.O. Box 634
Cranbury New Jersey 08512 (609-655-4500).
Participants in the Solicitation
Lakeland, 1st Constitution and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from 1st Constitution’s and Lakeland’s
shareholders in respect of the proposed merger. Information
regarding the directors and executive officers of Lakeland may be
found in its definitive proxy statement relating to its 2021 Annual
Meeting of Shareholders, which was filed with the SEC on
April 9, 2021 and can be obtained free of charge from
Lakeland’s website. Information regarding the directors and
executive officers of 1st Constitution may be found in its
definitive proxy statement relating to its 2021 Annual Meeting of
Shareholders, which was filed with the SEC on April 22, 2021
and can be obtained free of charge from 1st Constitution’s website.
Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interest, by security holdings or otherwise, is contained in the
joint proxy statement/prospectus and other relevant materials filed
or to be filed with the SEC, when available.
Cautionary Statements Regarding Forward-Looking
Information
This press release contains forward-looking statements with
respect to the proposed merger and the timing of consummation of
the merger that are made in reliance upon the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
The words “anticipates”, “projects”, “intends”, “estimates”,
“expects”, “believes”, “plans”, “may”, “will”, “should”, “could”
and other similar expressions are intended to identify such forward
looking statements. These forward-looking statements are
necessarily speculative and speak only as of the date made, and are
subject to numerous assumptions, risks and uncertainties, all of
which may change over time. Actual results could differ materially
from such forward-looking statements. The following factors, among
others, could cause actual results to differ materially and
adversely from such forward-looking statements: failure to obtain
Federal Reserve Board approval or waiver (and the risk that such
approval may result in the imposition of conditions that could
adversely affect the combined company); failure to obtain
shareholder approvals or to satisfy any of the other conditions to
the transaction on a timely basis or at all or other delays in
completing the transaction; the magnitude and duration
of the COVID-19 pandemic and its impact on the
global economy and financial market conditions and the business,
results of operations, and financial condition of Lakeland or 1st
Constitution; 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 Lakeland or 1st
Constitution; failure to realize anticipated efficiencies and
synergies if the merger is consummated; material adverse changes in
Lakeland’s or 1st Constitution’s operations or earnings; decline in
the economy in Lakeland’s and 1st Constitution’s primary market
areas; potential adverse reactions or changes to business or
employee relationships, including those resulting from the
announcement or completion of the transaction; the dilution caused
by Lakeland’s issuance of additional shares of its capital stock in
connection with the merger; and other factors that may affect the
future results of Lakeland or 1st Constitution. Additional factors
that could cause results to differ materially from those described
above can be found in Lakeland’s Annual Report
on Form 10-K for the year ended
December 31, 2020 and in its subsequent Quarterly Reports
on Form 10-Q, including in the respective Risk
Factors sections of such reports, as well as in subsequent SEC
filings, each of which is on file with the SEC and available in the
“Investors Relations” section of Lakeland’s website,
www.lakelandbank.com, under the heading “Documents” and in other
documents Lakeland files with the SEC, and in 1st Constitution’s
Annual Report on Form 10-K for the year ended
December 31, 2020 and in its subsequent Quarterly Reports
on Form 10-Q, including in the respective Risk
Factors sections of such reports, as well as in subsequent SEC
filings, each of which is on file with and available in the
“Investor Relations” section of 1st Constitution’s website,
www.1stconstitution.com, under the heading “SEC Filings” and in
other documents 1st Constitution files with the SEC.
Neither Lakeland nor 1st Constitution assumes any obligation for
updating any such forward-looking statements at any time.
Contact:
Lakeland Bancorp, Inc.:Thomas J. SharaPresident
and CEOThomas F. SplaineEVP & CFO973-697-2000
1st Constitution Bancorp:
Robert F. ManganoPresident and CEO609-655-4500
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