Fulton Financial Corporation (NASDAQ: FULT) (“Fulton”) and
Prudential Bancorp, Inc. (NASDAQ: PBIP) (“Prudential”) announced
today that they have entered into a definitive Agreement and Plan
of Merger (the “Merger Agreement”) under which Prudential will
merge with and into Fulton in a stock and cash transaction.
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the full release here:
https://www.businesswire.com/news/home/20220302005379/en/
Fulton Financial Corporation, the bank holding company for
Fulton Bank, N.A. (www.fultonbank.com), with consolidated assets of
approximately $26 billion, provides financial services through 200
financial centers in Pennsylvania, Delaware, Maryland, New Jersey
and Virginia. Prudential is the holding company of Prudential Bank
(www.psbanker.com), a Pennsylvania-chartered savings bank with
assets of approximately $1.1 billion. Prudential conducts business
from its headquarters and main office in Philadelphia, as well as
seven additional full-service financial centers in Philadelphia,
and one each in Drexel Hill, Delaware County and Huntingdon Valley,
Montgomery County, Pennsylvania.
Under the terms of the Merger Agreement, Prudential shareholders
will receive Fulton common stock based on a fixed exchange ratio of
0.7974 Fulton shares and $3.65 in cash for each Prudential share
they own. The implied value of the transaction, based on the 10-day
volume weighted average stock price of $18.01 for Fulton’s common
stock for the period ending March 1, 2022, is approximately $142.1
million in the aggregate, or $18.01 per Prudential common share.
The transaction is expected to qualify as a tax-free exchange with
respect to the stock consideration received by Prudential
shareholders. In aggregate, approximately eighty percent (80%) of
the transaction consideration to Prudential common shareholders
will consist of Fulton common stock, with the remaining twenty
percent (20%) payable in cash.
The merger transaction has been unanimously approved by the
boards of directors of each company, and the announcement of the
transaction was made today by E. Philip Wenger, Fulton’s Chairman,
President and Chief Executive Officer, and Dennis Pollack,
Prudential’s President and Chief Executive Officer. The merger is
expected to close in the third quarter of 2022, after satisfaction
of closing conditions described in the Agreement, including the
receipt of customary regulatory approvals and the approval by
Prudential’s shareholders. Following the closing, Prudential’s bank
subsidiary, Prudential Bank, will be merged into Fulton’s bank
subsidiary, Fulton Bank, N.A.
As part of this acquisition, Fulton Financial Corporation will
make a $2 million contribution to the Fulton Forward® Foundation,
designated to be used to provide impact gifts in support of
nonprofit community organizations in Philadelphia that are focused
on advancing economic empowerment, particularly in underserved
communities.
“I have shared with investors Fulton’s desire to be more active
in mergers and acquisitions of companies that are a good fit for us
– strategically, culturally and geographically,” said Wenger. “We
look forward to working with the Prudential team to bring our
mutual community-oriented style of banking, our comprehensive range
of products and services, and our talented teams together to help
even more customers and communities in Philadelphia achieve
financial success. As we do this, we are pleased to increase our
financial support, through the Fulton Forward® Foundation, of
community organizations that are focused on enhancing diversity,
equity and inclusion, building vibrant communities, fostering
affordable housing, driving economic development and increasing
financial literacy in and around Philadelphia.”
Pollack added “We are very pleased to join with a partner like
Fulton that shares our commitment to community banking. We both
have a history of placing the customer first and working to improve
the lives of persons in the communities we serve. Prudential is
excited to be able to offer our customers and communities a broader
array of products and services.”
Additional information about the merger transaction and the
Merger Agreement are available in a Current Report on Form 8-K that
is being filed by Fulton with the U.S. Securities and Exchange
Commission (the “SEC”) simultaneously with the issuance of this
communication.
Fulton will host a conference call and audio webcast at 11:00
a.m. ET on March 2, 2022 to review the proposed transaction. Fulton
Chairman and Chief Executive Officer Phil Wenger, President and
Chief Operating Officer Curt Myers, and Chief Financial Officer
Mark McCollom will host the call. The link to the webcast of this
call can be found at http://investor.fultonbank.com. The webcast
will be archived on the company's website following the call.
Participants can also dial in to listen to an audio-only version of
the call at (844) 264-2102, Conference ID:
7831369.
Stephens Inc. served as financial advisor to Fulton, and Barley
Snyder LLP served as legal counsel to Fulton. Keefe, Bruyette &
Woods, Inc. served as financial advisor to Prudential, and Silver,
Freedman, Taff & Tiernan LLP served as legal counsel to
Prudential.
Safe Harbor Statement
This communication contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements can be identified by the use of
words such as "may," "should," "will," "could," "estimates,"
"predicts," "potential," "continue," "anticipates," "believes,"
"plans," "expects," "future," "intends," “projects,” the negative
of these terms and other comparable terminology. These
forward-looking statements include, but are not limited to,
statements regarding the outlook and expectations of Fulton and
Prudential with respect to the merger, the strategic benefits and
financial benefits of the merger, including the expected impact of
the transaction on Fulton’s future financial performance (including
anticipated accretion to earnings per share and other metrics), and
the timing of the closing of the transaction.
Forward-looking statements are neither historical facts, nor
assurance of future performance. Instead, the statements are based
on current beliefs, expectations and assumptions regarding the
future of the businesses of Fulton and Prudential, future plans and
strategies, projections, anticipated events and trends, the economy
and other future conditions. Because forward-looking statements
relate to the future, they are subject to inherent uncertainties,
risks and changes in circumstances that are difficult to predict
and many of which are outside of Fulton’s and Prudential’s control,
and actual results and financial condition may differ materially
from those indicated in the forward-looking statements. Therefore,
you should not unduly rely on any of these forward-looking
statements. Any forward-looking statement is based only on
information currently available and speaks only as of the date when
made. Fulton and Prudential undertake no obligation, other than as
required by law, to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
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 contained in this communication are
subject to, among others, the following risks, uncertainties and
assumptions:
- The possibility that the anticipated benefits of the
transaction, including anticipated cost savings and strategic
gains, are not realized when expected or at all, including as a
result of the impact of, or challenges arising from, the
integration of Prudential into Fulton or as a result of the
strength of the economy, competitive factors in the areas where
Fulton and Prudential do business, or as a result of other
unexpected factors or events;
- The timing and completion of the merger transaction is
dependent on the satisfaction of customary closing conditions,
including approval by Prudential shareholders, which cannot be
assured, the satisfaction of certain other conditions that are
specific to this transaction (see disclosure in the Form 8-K filed
by Fulton with the SEC on the date hereof) and various factors that
cannot be predicted with precision at this point;
- 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;
- Completion of the merger is subject to bank regulatory
approvals and such approvals may not be obtained in a timely manner
or at all, or may be subject to conditions that may cause
additional significant expense or delay the consummation of the
merger;
- Potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or
completion of the merger;
- The outcome of any legal proceedings related to the merger
which may be instituted against Fulton or Prudential;
- Unanticipated challenges or delays in the integration of
Prudential’s business into Fulton’s business and or the conversion
of Prudential’s operating systems and customer data onto Fulton’s
may significantly increase the expense associated with the merger;
and
- Other factors that may affect future results of Fulton and
Prudential.
These forward-looking statements are also subject to the
principal risks and uncertainties applicable to Fulton’s and
Prudential’s respective businesses and activities generally that
are disclosed in Fulton’s Annual Report on Form 10-K for its fiscal
year ended December 31, 2021 and in other documents Fulton files
with the SEC, and in Prudential’s Annual Report on Form 10-K, as
amended, for its fiscal year ended September 30, 2021 and in other
documents Prudential files with the SEC. Fulton’s and Prudential’s
SEC filings are accessible on the SEC website at www.sec.gov.
Additional Information About the Proposed Merger and Where to
Find It
Fulton will file a registration statement with the SEC under the
Securities Act of 1933, as amended, which will include a proxy
statement/prospectus and other relevant documents in connection
with the proposed merger. Prudential shareholders are urged to
read the proxy statement/prospectus carefully when it becomes
available, including any amendments or supplements to it. These
documents will contain important information about the proposed
merger.
The proxy statement/prospectus (when it becomes available) and
any other documents Fulton and Prudential have filed and will file
with the SEC may be obtained free of charge at the SEC's website
(www.sec.gov). In addition, copies of the documents Fulton has
filed or will file with the SEC may be obtained free of charge by
contacting Matt Jozwiak, Fulton Financial Corporation, One Penn
Square, Lancaster, PA 17602; and copies of the documents Prudential
has filed or will file with the SEC may be obtained free of charge
by contacting Jack E. Rothkopf, Prudential Bancorp, Inc., 1834 West
Oregon Avenue, Philadelphia, PA 19145.
Participants in the Solicitation
The directors, executive officers, and certain other members of
management and employees of Fulton and Prudential are participants
in the solicitation of proxies in favor of the proposed Merger from
the shareholders of Prudential. Information regarding the directors
and executive officers of Fulton and Prudential, and the interests
of such participants, will be included in the proxy
statement/prospectus and the other relevant documents filed with
the SEC when they become available. Free copies of this document
may be obtained as described in the preceding paragraph.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220302005379/en/
Fulton Media Contact: Laura Wakeley (717) 291-2616 Fulton
Investor Contact: Matt Jozwiak (717) 327-2657 Prudential Contact:
Jack E. Rothkopf (215) 755-1500
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