UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 20, 2023
LAKELAND BANCORP INC
(Exact Name of Registrant as Specified in its Charter)
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New Jersey
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000-17820
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22-2953275
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(State or Other Jurisdiction of Incorporation)
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(Commission File No.)
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(I.R.S. Employer Identification No.)
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250 Oak Ridge Road, Oak Ridge, New Jersey
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07438
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code: (973) 697-2000
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Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common stock, no par value
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LBAI
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The NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 1.01
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Entry into a Material Definitive Agreement.
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On December 20, 2023, Lakeland Bancorp, Inc., a New Jersey corporation (“Lakeland”), Provident Financial Services, Inc., a Delaware corporation (“Provident”),
and NL 239 Corp., a Delaware corporation and a direct, wholly owned subsidiary of Provident (“Merger Sub”), entered into an amendment (the “Amendment”) to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 26,
2022, by and among Provident, Merger Sub and Lakeland.
Prior to the parties’ execution and delivery of the Amendment, Section 8.1(c) of the Merger Agreement provided that the Merger Agreement may be terminated at any time prior to the effective time of the merger of Merger Sub with and into Lakeland, with Lakeland as the surviving entity, by either Lakeland or Provident if the
merger shall not have been consummated on or before December 26, 2023 (the “Termination Date”). Pursuant to the Amendment, the parties amended Section 8.1(c) of the Merger Agreement to extend the Termination Date to March 31, 2024. Other than as
expressly modified pursuant to the Amendment, the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Lakeland with the U.S. Securities and Exchange Commission on September 27, 2022, remains in full force and
effect as originally executed on September 26, 2022.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as
Exhibit 2.1 hereto, and is incorporated herein by reference.
On December 20, 2023, Lakeland and Provident issued a joint press release announcing the entry into the Amendment, a copy of which is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
Exhibit
Number
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Description
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104
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Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).
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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 Lakeland’s and Provident’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; Lakeland and Provident 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 Lakeland and
Provident. Such statements are based upon the current beliefs and expectations of the management of Lakeland and Provident
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 Lakeland or Provident; the possibility that the proposed transaction will not close when expected or at all because required regulatory 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 Lakeland and Provident 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 Lakeland and Provident do business; certain restrictions during the pendency of the proposed transaction that may impact the parties’ ability to 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; Lakeland’s and Provident’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 Lakeland and Provident 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 Lakeland and Provident; uncertainty as to the impacts of natural disasters or health epidemics, including the
COVID-19 pandemic, on Lakeland, Provident and the proposed transaction; and the other factors discussed in the “Risk Factors” section of each of Lakeland’s and Provident’s Annual Report on Form 10‐K for the year ended December 31, 2022, in the “Risk
Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of each of Lakeland’s and Provident’s Quarterly Report on Form 10‐Q for the quarter ended September 30, 2023, and other reports Lakeland and
Provident file with the SEC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.
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LAKELAND BANCORP, INC.
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DATE: December 20, 2023
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By:
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/s/ Timothy J. Matteson
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Timothy J. Matteson
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Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
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