Ion Bank and Lincoln 1st Bank Amend Merger Agreement
Amendment sets merger cash consideration at $10.10 per share
NAUGATUCK, CT and PINE BROOK, NJ/ACCESSWIRE/March 29, 2022/ Ion Financial, MHC, parent company of Connecticut-based Ion Bank, and Lincoln Park Bancorp, MHC, mutual holding company of Lincoln Park Bancorp, parent company of New Jersey-based Lincoln 1st Bank, today announced jointly have amended their agreement and Plan of Merger, dated November 23, 2021, in order to fix the cash consideration of the merger at $10.10 per share. The merger agreement provided for a cash consideration of $10.10 per share, but subject to possible downward adjustment. The amendment removes the downward adjustment provision.
Subject to required regulatory approvals and Lincoln Park Bancorp shareholder approval, Ion Bank intends to complete the transaction in the third quarter of 2022. Following completion of the merger, the combined entity is expected to have 2 $.0 billion in assets. Lincoln Park Bancorp will hold a special meeting of shareholders on June 15, 2022, at which shareholders will vote on the merger agreement and the proposed merger.
Hogan Lovells US LLP is legal counsel to Ion Financial, MHC and Ion Bank. Piper Sandler & Co. is financial advisor to Lincoln Park Bancorp and has provided a fairness opinion to its board of directors. Luse Gorman, PC is General Counsel to Lincoln Park Bancorp, MHC, Lincoln Park Bancorp and Lincoln 1st Bank.
This press release contains statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933. Such forward-looking statements are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. , and this statement is included for the purpose of conforming to those safe harbor provisions. Readers should not place undue reliance on these forward-looking statements, which speak only as of the date made. These forward-looking statements are based on current plans and expectations, which are subject to a number of risk factors and uncertainties that could cause future results to differ materially from historical performance or future expectations. These differences may be the result of a variety of factors, including, among others: (1) the failure of the parties to satisfy the closing conditions of the merger agreement on a timely basis or at all; (2) the failure of Lincoln Park Bancorp shareholders to approve the merger agreement; (3) failure to obtain governmental approvals for the merger; (4) disruptions to the parties’ businesses following the announcement and expectation of the merger; (5) costs or difficulties related to the integration of the business following the proposed merger; (6) the risk that the anticipated benefits, cost savings and other savings of the transaction may not be fully realized or may take longer than expected to be realized; (7) changes in general business, industry or economic conditions or competition; (8) changes in any applicable law, rule, regulation, policy, guideline or practice governing or affecting financial holding companies and their subsidiaries or relating to tax or accounting or other principles; (9) changes or adverse conditions in capital and financial markets; (10) changes in interest rates or credit availability; (11) changes in the quality or composition of loan and investment portfolios; (12) the adequacy of loan loss reserves and changes in loan default and amortization rates; (13) increased competition and its effect on prices, expenses, third-party relationships and revenues; (14) the loss of certain key executives; (15) continued relationships with key customers; (16) deposit attrition, requiring increased borrowing to fund loans and investments; (17) rapidly changing technology; (18) unforeseen regulatory or legal proceedings and liabilities and other costs; (19) changes in the cost of funds, demand for loan products or demand for financial services; and (20) other economic, competitive, governmental or technological factors affecting operations, markets, products, services and prices.
The foregoing list should not be construed as exhaustive, and Ion Financial, MHC and Lincoln Park Bancorp undertake no obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements, or to reflect the occurrence of anticipated events or unforeseen events or circumstances.
Additional Transaction Information
A copy of the amendment to the merger agreement is available on Lincoln 1st Bank website (www.mylincoln1st.com).
In connection with the proposed transaction, Lincoln Park Bancorp will distribute a proxy statement to its shareholders in connection with a special meeting of shareholders to be called and held for the purpose of voting on the approval of the transaction and the related issues.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION REGARDING THE PROPOSED TRANSACTION, LINCOLN PARK BANCORP SHAREHOLDERS AND INVESTORS ARE ADVISED TO READ THE PROXY CIRCULAR AND ITS ATTACHMENTS AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT LINCOLN PARK BANCORP AND THE PROPOSED TRANSACTION .
Copies of the proxy statement will be mailed to all shareholders prior to the special meeting. Shareholders and investors may obtain additional copies of the proxy statement free of charge when available by telephone or mailing a request to Lincoln Park Bancorp, MHC, 19 Chapin Road, Building D, Suite 1, Pine Brook, NJ 07058, Attention: Philip B. Vaz (phone: (862) 777-8548).
Lincoln Park Bancorp and its directors and officers may be considered participants in the solicitation of proxies from Lincoln Park Bancorp shareholders at the special meeting of shareholders. Information about the directors and officers of Lincoln Park Bancorp is contained in its proxy statement. Additional information regarding the interests of these participants and other persons who may be considered participants in the proxy solicitation may be obtained by reading the proxy statement for the special meeting of shareholders when it becomes available.
About Ion Bank
Ion Bank, with over $1.7 billion in assets, offers financial advisory and retail banking services to consumers as well as comprehensive corporate, corporate and small business banking services. Ion Bank was founded in 1870 and has 20 branches in Connecticut and is on the web at www.ionbank.com. Since its inception in 1998, the Ion Bank Foundation has invested more than $10 million in the community through grants for purposes ranging from improving social services to enhancing the arts.
About Lincoln 1st Bank
Lincoln 1st Bank is a wholly owned subsidiary of Lincoln Park Bancorp (OTC Pink Market: LPBC). Lincoln Park Bancorp is the majority subsidiary of Lincoln Park Bancorp, MHC. Founded in 1923, Lincoln 1st Bank offers a wide range of online and physical financial services. The bank offers mortgages, loans and deposit products to support its community of retail and commercial customers. The bank’s headquarters are located in Pine Brook, New Jersey, and Lincoln 1st Bank operates two branches in Lincoln Park and Montville, New Jersey.
David Rotatori, Ion Bank
Philip B. Vaz, Lincoln 1st Bank
Erik Terpstra, Lincoln 1st Bank
THE SOURCE: Lincoln Park Bancorp
See the source version on accesswire.com: