UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01. | Other Events. |
On September 26, 2022, Provident Financial Services, Inc. (“Provident”) entered into an Agreement and Plan of Merger, as amended on December 20, 2023 and March 29, 2024, (the “Merger Agreement”) with Lakeland Bancorp, Inc. (“Lakeland Bancorp”) and NL 239 Corp., a direct, wholly owned subsidiary of Provident (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Lakeland Bancorp, with Lakeland Bancorp as the surviving entity (the “Merger”), and as soon as reasonably practicable following the Merger, Lakeland Bancorp will merge with and into Provident, with Provident as the surviving entity (the “Holdco Merger” and, together with the Merger, the “Transactions”).
In connection with the Transactions, Provident has prepared a document describing certain risk factors related to the Merger Agreement, and is providing certain historical financial statements of Lakeland Bancorp and certain pro forma financial information giving effect to the consummation of the Transactions which are attached hereto as Exhibit 99.1 and Exhibits 99.2, 99.3 and 99.4, respectively, and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
In connection with the Transactions, the following financial statements are to be filed as part of this report:
| (a) | Financial Statements of Probable Business Combination |
| (i) | Audited consolidated balance sheets of Lakeland Bancorp as of the years ended December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows of Lakeland Bancorp for each of the three years in the period ended December 31, 2023, the notes related thereto, and the Independent Registered Public Accounting Firm Report of KPMG LLP, dated February 28, 2024, are filed herewith as Exhibit 99.2 and are incorporated into this Item 9.01(a) by reference. |
| (ii) | Unaudited condensed consolidated financial statements of Lakeland Bancorp as of and for the three months ended March 31, 2024 and 2023, and the notes related thereto, are filed herewith as Exhibit 99.3 and are incorporated into this Item 9.01(a) by reference. |
| (b) | Pro Forma Financial Information. The following pro forma financial statements giving effect to the merger with Lakeland Bancorp are filed herewith as Exhibit 99.4 and are incorporated into this Item 9.01(b) by reference: |
| (i) | Provident unaudited pro forma combined consolidated financial information as of March 31, 2024 and for the year ended December 31, 2023 and the three months ended March 31, 2024. |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Provident Financial Services, Inc. | ||
| By: | /s/ Thomas M. Lyons | |
| Name: | Thomas M. Lyons | |
| Title: | Senior Executive Vice President and Chief Financial Officer | |
Date: May 6, 2024