PRINCETON, N.J., Oct. 20,
2022 /PRNewswire/ -- The Bank of Princeton (the "Bank") (NASDAQ – BPRN) and
Noah Bank ("Noah") jointly
announced today that they have entered into a definitive agreement
and plan of merger pursuant to which the Bank will acquire Noah in
an all-cash transaction valued at approximately $25.4 million, or $6.00 per share, as part of the Bank's ongoing
strategy to expand its presence in its core markets. Under the
terms of the merger agreement, which has been approved by the
boards of directors of both companies, the Bank will acquire all of
the outstanding shares of Noah in exchange for the purchase price.
The transaction is subject to receipt of all required banking
regulatory approvals, Noah stockholder approval and certain
financial and other contingencies. The transaction is expected to
close in the second quarter of 2023.
Background on Noah Bank
With its legal headquarters in Elkins
Park, PA, Noah Bank is a
Pennsylvania-chartered
FDIC-insured bank that was launched in 2004. Operational
headquarters are in Fort Lee, New
Jersey. Through its six branches, Noah Bank provides banking products and services
to businesses and consumers primarily in the Asian-American
communities of Southeastern
Pennsylvania, Northern New
Jersey, Manhattan, New York
and Flushing, New York.
Transaction Highlights
- Purchase price equates to approximately 79.7% of tangible book
value as of June 30, 2022. Depending
on the final purchase accounting adjustments, the Bank's tangible
book value will have modest dilution of approximately 3% with a
projected earn-back period of one year.
- Expected to be accretive to the Bank's earnings per share in
the first year after the acquisition closes.
- Following the transaction, the Bank will have approximately
$1.9 billion in total assets,
$1.6 billion in loans and
$1.6 billion in deposits, with 29
branches serving the southeastern Pennsylvania, New
Jersey and the New York
City markets.
Management Commentary
Edward J. Dietzler, President and
CEO, stated, "This acquisition provides The Bank of Princeton with an excellent opportunity to
expand in markets that are a key part of our long-term strategy,
while doing so in a manner that is minimally dilutive to tangible
book value and accretive to our earnings. It provides a great
opportunity to combine two community banks that share a deep
commitment to their local markets and gives us a branch presence in
northern New Jersey and
New York City, where we already do
substantial lending, with the addition of five branch locations. We
believe that the Bank will provide Noah
Bank customers with additional resources in the form of
larger lending capacity, products and support. We look forward to
joining forces with Noah Bank
employees and customers with our continued vision of being the
premier community bank in all of our markets."
Edwin H. Lloyd, the Chairman of
Noah Bank, echoed those comments
stating, "We are very excited to be partnering with such a strong,
well-managed organization as The Bank of Princeton. We believe that this merger will be
good for our customers as well as our employees. We are eager to
help bring together our hometown customer relationship focus with
the breadth of product offerings of a much larger banking
institution. I am confident that decisions will continue to be made
by bankers with a vested interest in our communities."
Under the terms of the Merger Agreement, if the sum of Noah's
shareholders' equity and allowance for loan losses is less than
$37.1 million two days prior to the
Closing Date, the purchase price will be reduced. At June 30, 2022, the sum of Noah's shareholders'
equity and allowance for loan losses was $37.6 million. Support agreements to vote in
favor of the merger were received from the directors and executive
officers and a material shareholder of Noah.
Janney Montgomery Scott served as
financial advisor to The Bank of Princeton. Stevens & Lee, P.C. is serving
as legal counsel to the Bank. Piper
Sandler & Co. served as financial advisor to
Noah Bank and rendered a fairness
opinion. Holland & Knight, LLP
is serving as legal counsel to Noah
Bank.
About The Bank of Princeton
The Bank of Princeton is a
community bank founded in 2007. The Bank is a New Jersey state-chartered commercial bank
with 19 branches in New Jersey,
including three in Princeton and
others in Bordentown, Browns Mills, Chesterfield, Cream
Ridge, Deptford,
Hamilton, Lakewood, Lambertville, Lawrenceville, Monroe, New Brunswick, Pennington, Piscataway, Princeton Junction, Quakerbridge and
Sicklerville. There are also four
branches in the Philadelphia,
Pennsylvania area. The Bank of Princeton is a member of the Federal Deposit
Insurance Corporation ("FDIC").
The Bank plans to reorganize into a bank holding company
structure pursuant to which the Bank will become a wholly owned
subsidiary of a newly formed corporation known as Princeton
Bancorp, Inc. The Bank has received all stockholder and regulatory
approvals necessary to do so. The Bank plans to complete this
reorganization in the first quarter of 2023.
About Noah
Bank
With its legal headquarters in Elkins
Park, PA, Noah Bank is a
Pennsylvania-chartered
FDIC-insured bank that was launched in 2004. Operational
headquarters are in Fort Lee, New
Jersey. Noah Bank provides
banking products and services to businesses and consumers primarily
in the Asian-American communities of Southeastern Pennsylvania, Northern New Jersey, Manhattan, New York and Flushing, New York. More information is
available at www.noahbank.com
Statements made in this release, other than those concerning
historical financial information, may be considered forward-looking
statements, which speak only as of the date of this release and are
based on current expectations and involve a number of assumptions.
These include statements as to the anticipated benefits of the
merger, including future financial and operating results, cost
savings and enhanced revenues that may be realized from the merger
as well as other statements of expectations regarding the merger
and any other statements regarding future results or expectations.
Each of the Bank and Noah intends such forward-looking statements
to be covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform
Act of 1995 and is including this statement for purposes of these
safe harbor provisions. The entities' respective abilities to
predict results, or the actual effect of future plans or
strategies, is inherently uncertain. Factors that could have a
material effect on the operations and future prospects of each of
the Bank and Noah and the resulting entity, include but are not
limited to: (1) the businesses of the Bank and/or Noah may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected revenue
synergies and cost savings from the merger may not be fully
realized or realized within the expected timeframe; (3) revenues
following the merger may be lower than expected; (4) customer and
employee relationships and business operations may be disrupted by
the merger; (5) the ability to obtain required regulatory and
shareholder approvals, and the ability to complete the merger on
the expected timeframe may be more difficult, time-consuming or
costly than expected; (6) changes in interest rates, general
economic conditions, legislation and regulation, and monetary and
fiscal policies of the U.S. government, including policies of the
U.S. Treasury, the Federal Deposit Insurance Corporation and the
Board of Governors of the Federal Reserve System; (7) the quality
and composition of the loan and securities portfolios, demand for
loan products, deposit flows, competition, and demand for financial
services in the companies' respective market areas; (8) the
implementation of new technologies, and the ability to develop and
maintain secure and reliable electronic systems; (9) accounting
principles, policies, and guidelines; and (10) other risk factors
detailed from time to time in filings made by the Bank with the
FDIC. Forward-looking statements reflect the Bank's and Noah's
management's analysis as of the date of this release, even if
subsequently made available by the Bank or Noah on their respective
websites or otherwise. The Bank and Noah undertake no obligation to
update or clarify these forward-looking statements, whether as a
result of new information, future events or otherwise. For a list
of other factors which would affect the operations and future
prospects of each of the Bank and the resulting entity, see the
Bank's filings with the FDIC under the Securities Exchange Act of
1934, including those risk factors identified in the "Risk Factor"
section and elsewhere in our Annual Report on Form 10-K for the
year ended December 31, 2021.
For The Bank of Princeton:
Edward J. Dietzler, President and
CEO
Phone: (609) 454-0717
or
For Noah Bank:
Edwin H. Lloyd, Chairman
Phone: (215) 424-5100
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SOURCE The Bank of Princeton