Provident Financial Services, Inc. Completes Merger with SB One Bancorp
August 03 2020 - 7:00AM
Provident Financial Services, Inc. (NYSE: PFS) (“Provident”), the
parent company of Provident Bank, announced today that the
acquisition of SB One Bancorp (Nasdaq: SBBX) (“SB One”) and its
subsidiary, SB One Bank, closed effective July 31, 2020.
Under the terms of the merger agreement, each outstanding share
of SB One common stock will be exchanged for 1.357 shares of
Provident common stock together with cash in lieu of any fractional
shares. The combined organization will have approximately
$12 billion in assets and will rank as the 3rd largest
bank headquartered in New Jersey. The merger brings together two
high-performing companies with complementary geographies and
business lines.
“We welcome the customers, employees, and shareholders of SB One
to the Provident team. We also welcome Edward Leppert, Robert
McNerney and Anthony Labozzetta to our Boards of Directors. I
especially look forward to Tony joining our executive management
team as President and Chief Operating Officer,” said Christopher
Martin, Chairman and CEO of Provident.
Piper Sandler & Co. served as financial advisor and
Luse Gorman, PC provided legal counsel to Provident. Keefe,
Bruyette & Woods, A Stifel Company, served as
financial advisor and Hogan Lovells US LLP served as legal counsel
to SB One.
About Provident Financial Services, Inc.
Provident Financial Services, Inc. (NYSE: PFS), is the holding
company for Provident Bank, a community-oriented bank offering
“commitment you can count on” since 1839. Provident Bank provides a
comprehensive array of financial products and services through its
network of branches throughout northern and central New Jersey, as
well as Bucks, Lehigh and Northampton counties in Pennsylvania and
Queens County in New York. The Bank also provides fiduciary and
wealth management services through its wholly owned subsidiary,
Beacon Trust Company and full service insurance agency and
brokerage services through its wholly owned subsidiary, SB One
Insurance Agency, Inc. The Provident Bank Foundation has supported
all of its markets and communities with assistance with housing,
education, health and home care for over 15 years. For more
information about Provident, please visit www.provident.bank.
Forward Looking Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include, but are not limited
to, statements about (i) the benefits of the merger between
Provident and SB One, including anticipated future results, cost
savings and accretion to reported earnings that may be realized
from the merger; (ii) Provident and SB One’s plans,
objectives, expectations and intentions and other statements
contained in this presentation that are not historical facts; and
(iii) other statements identified by words such as “expects,”
“anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates”
or words of similar meaning. Annualized, pro forma, projected and
estimated numbers are used for illustrative purpose only, are not
forecasts and may not reflect actual results.
Forward-looking statements involve risks and uncertainties that
may cause actual results to differ materially from those in such
statements. The following factors, among others, could cause actual
results to differ materially from the anticipated results expressed
in the forward-looking statements: the cost savings from the merger
may not be fully realized or may take longer than expected to be
realized; operating costs, customer loss and business disruption
following the merger may be greater than expected; the interest
rate environment may further compress margins and adversely affect
net interest income; the risks associated with continued
diversification of assets and adverse changes to credit quality;
and difficulties associated with achieving expected future
financial results.
In addition, the COVID-19 pandemic has had an adverse impact on
Provident and is expected to continue to have an adverse impact on
the combined company and its customers and the communities we
serve. Given its ongoing and dynamic nature, it is difficult to
predict the full impact of the COVID-19 outbreak on the combined
company’s businesses. The extent of such impact will depend on
future developments, which are highly uncertain, including when the
coronavirus can be controlled and abated and whether the economy
will fully open and remain open. As the result of the COVID-19
pandemic and the related adverse local and national economic
consequences, the combined business could be subject to any of the
following risks, any of which could have a material, adverse effect
on our business, financial condition, liquidity, and results of
operations: the demand for our products and services may decline,
making it difficult to grow assets and income; if the economy is
unable to substantially reopen or remain open, and high levels of
unemployment continue for an extended period of time, loan
delinquencies, problem assets, and foreclosures may increase,
resulting in increased charges and reduced income; collateral for
loans, especially real estate, may decline in value, which could
cause loan losses to increase; their allowances for loan losses may
increase if borrowers experience financial difficulties, which will
adversely affect net income; the net worth and liquidity of loan
guarantors may decline, impairing their ability to honor
commitments to each company; as the result of the decline in the
Federal Reserve Board’s target federal funds rate to near 0%, the
yield on assets may decline to a greater extent than the decline in
the cost of interest-bearing liabilities, reducing net interest
margin and spread and reducing net income; wealth management
revenues may decline with market turmoil; Provident may face the
risk of a goodwill write-down due to stock price decline; and our
cyber security risks have increased as the result of an increase in
the number of employees working remotely.
These and other factors that could cause actual results to
differ materially from those expressed in the forward-looking
statements are discussed in Provident’s reports (such as the Annual
Report on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on
Form 8-K) filed with the Securities and Exchange
Commission (the “SEC”) and available at the SEC’s Internet website
(www.sec.gov). All subsequent written and oral forward-looking
statements concerning the proposed transaction or other matters
attributable to Provident or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statements
above. Except as required by law, Provident does not undertake any
obligation to update any forward-looking statement to reflect
circumstances or events that occur after the date the
forward-looking statement is made.
For further information, contact:
Provident Investor
Relations732-590-9300investorrelations@provident.bank
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