Fulton Financial Corporation (NASDAQ: FULT) (“Fulton”) is
pleased to announce that both the Federal Reserve Bank of
Philadelphia and the Pennsylvania Department of Banking and
Securities have approved the respective applications by Fulton to
acquire Prudential Bancorp, Inc. (NASDAQ: PBIP) (“Prudential”) and,
indirectly, to acquire Prudential Bank, located in
Philadelphia.
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“These regulatory approvals mark an important milestone in this
acquisition, which will further strengthen Fulton’s presence in the
Philadelphia region,” said E. Philip Wenger, Fulton’s Chairman and
CEO. “With these approvals, we remain on track to bring our
talented teams together to help even more customers and communities
in Philadelphia achieve financial success.”
The proposed acquisition in which Prudential will merge with and
into Fulton in a stock and cash transaction was publicly announced
on March 2, 2022, and remains subject to the approval of Prudential
shareholders. A special meeting of Prudential shareholders to vote
on the merger is scheduled to be held virtually via the Internet on
Wednesday, June 15, 2022, at 11:00 a.m., eastern time.
The transaction is expected to close in the third quarter of
this year after receipt of Prudential shareholder approval and
satisfaction of the closing conditions described in the Agreement
and Plan of Merger by and between Prudential and Fulton (the
“Merger Agreement”). Following the closing, Prudential Bank will be
merged into Fulton’s bank subsidiary, Fulton Bank, N.A. ("Fulton
Bank"). The bank merger is expected to occur in the fourth quarter
of this year. Fulton Bank’s application for approval of the bank
merger was submitted to the Office of the Comptroller of the
Currency on April 25, 2022, and is currently pending.
Fulton, the bank holding company for Fulton Bank
(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 bank holding company of Prudential Bank
(www.psbanker.com), a Pennsylvania-chartered savings bank with
assets of approximately $1.0 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.
Additional information about the merger transaction and the
Merger Agreement is available in a Current Report on Form 8-K filed
by Fulton with the U.S. Securities and Exchange Commission (the
“SEC”) on March 2, 2022, as well as in the proxy statement/
prospectus filed on May 9, 2022.
Safe Harbor Statement
This communication contains certain forward-looking information
about Fulton, Prudential, and the combined company after the close
of the merger and the bank merger that is intended to be covered by
the safe harbor for “forward-looking statements” provided by the
Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical fact are forward-looking
statements. Such statements involve inherent risks, uncertainties
and contingencies, many of which are difficult to predict and are
generally beyond the control of Fulton, Prudential and the combined
company. Readers are cautioned that a number of important factors
could cause actual results to differ materially from those
expressed in, or implied or projected by, such forward-looking
statements.
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 the control of either Fulton or
Prudential, 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.
All forward-looking statements included in this communication
are based on information available at the date hereof. Pro forma,
projected and estimated numbers are used for illustrative purposes
only and are not forecasts, and actual results may differ
materially. Fulton and Prudential are under no obligation to (and
expressly disclaim any such obligation to) update or alter these
forward-looking statements, whether as a result of new information,
future events or otherwise except as required by law.
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 contained in the Merger Agreement, including approval by
Prudential shareholders, which cannot be assured, the satisfaction
of certain other conditions that are specific to this transaction,
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;
• 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 “Risk
Factors” as well as other principal risks and uncertainties
applicable to the respective businesses and activities of Fulton
and Prudential that are disclosed in Fulton’s Annual Report on Form
10-K for its fiscal year ended December 31, 2021, in its Quarterly
Report on Form 10-Q for the quarter-ended March 31, 2022, 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, in its Quarterly Report on Form 10-Q for the
quarter-ended December 31, 2021, in its Quarterly Report on Form
10-Q for the quarter-ended March 31, 2022, 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 filed a registration statement (Registration Number
333-264399) with the SEC under the Securities Act of 1933, as
amended, which includes a proxy statement/prospectus and other
relevant documents in connection with the proposed merger. The
Registration Statement was declared effective by the SEC on May 5,
2022. Prudential shareholders are urged to read the proxy
statement/prospectus carefully, including any amendments or
supplements to it. These documents contain important information
about the proposed merger.
The proxy statement/prospectus 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, P.O. Box
4887, Lancaster, PA 17604; 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 may be deemed to
be participants in the solicitation of proxies from Prudential
shareholders in favor of the proposed merger under the rules of the
SEC. Information regarding the interests of directors and executive
officers of Prudential in the merger is included in the proxy
statement/prospectus and the other relevant documents filed with
the SEC. 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/20220523005152/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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