Republic First Bancorp, Inc. (OTCEM: FRBK) (“Republic” or the
“Company”), the parent company of Republic First Bank d/b/a
Republic Bank, and George E. Norcross, III, Gregory B. Braca,
Philip A. Norcross, Lexie Norcross, and other Norcross family
members and affiliates (collectively, the “Norcross Braca Group”),
today provided an updated timeline for the closing of the Norcross
Braca Group’s previously announced $35 million capital investment
in the Company.
The parties have agreed to extend the outside
date for closing the investment to February 29, 2024, subject to
the closing conditions outlined in the securities purchase
agreement filed with the Securities and Exchange Commission on
November 2, 2023. Republic will now hold a special meeting of
stockholders no later than February 16, 2024 to facilitate the
approval of the transaction.
Further solidifying the investment, the Norcross
Braca Group today deposited $35 million into an escrow account,
which is to be released to the Company upon closing.
“We have made significant progress on what has
been a complicated transaction, which is why we fully funded our
$35 million investment into an escrow account -- we will be able to
move forward quickly when all requirements have been met and
closing conditions have been satisfied,” said George E. Norcross,
III. “We look forward to completing the transaction in the coming
weeks so we can make the changes needed to set Republic First up
for long term success for the benefit of its customers and clients,
employees and shareholders.”
Thomas X. Geisel, President and Chief Executive
Officer of Republic, commented, “While we proceed toward closing
this transaction to strengthen the Company’s capital position, our
team continues to work on making sustainable process and
operational efficiency improvements, while maintaining Republic
Bank’s focus on providing a high level of service and
responsiveness for our customers and communities. Phil and Greg
have been valuable additions as Observers to the Board since we
announced the investment and the continuation of our plan to raise
a total of $75 million to $100 million in capital.”
Republic also announced that the Company’s 2022
annual meeting, which had previously been scheduled for December
19, 2023, will be postponed to better align with the timing of the
transaction close. The 2022 annual meeting will be held at a time
and date to be announced, along with the record date for
determining shareholders entitled to receive notice of and vote at
this meeting.
About Republic Bank
Republic Bank is the operating name for Republic
First Bank. Republic First Bank is a full-service, state-chartered
commercial bank, whose deposits are insured up to the applicable
limits by the Federal Deposit Insurance Corporation (FDIC). The
Bank provides diversified financial products through its 32 offices
located in Atlantic, Burlington, Camden, and Gloucester Counties in
New Jersey; Bucks, Delaware, Montgomery and Philadelphia Counties
in Pennsylvania and New York County in New York. For more
information about Republic Bank, please visit
myrepublicbank.com.
Forward Looking Statements
The Company may from time to time make written
or oral “forward-looking statements” within the meaning of the safe
harbor provisions of the U.S. 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. In general, forward-looking statements can be
identified through use of words such as “would be,” “could be,”
“should be,” “probability,” “risk,” “target,” “objective,” “may,”
“will,” “estimate,” “project,” “believe,” “intend,” “anticipate,”
“plan,” “seek,” “expect” or the negative of these terms or other
comparable terminology, and include statements related to the
expected timing, completion, financial benefits, and other effects
of a proposed transaction. Forward-looking statements are not
historical facts and represent management’s beliefs, based upon
information available at the time the statements are made, with
regard to the matters addressed; they are not guarantees of future
performance. Actual results may prove to be materially
different from the results expressed or implied by the
forward-looking statements. Forward-looking statements are
subject to numerous assumptions, risks and uncertainties that
change over time and could cause actual results or financial
conditions to differ materially from those expressed in or implied
by such statements.
Factors that could cause or contribute to such
differences include, but are not limited to, the risk that the
investment may not be consummated in a timely manner or at all; the
possibility that any or all of the various conditions to the
consummation of the investment may not be satisfied or waived,
including the failure to receive any required regulatory approvals
from any applicable governmental entities (or any conditions,
limitations or restrictions placed on such approvals); the ability
of the Company to obtain the necessary shareholder approvals; the
amount of costs, fees and expenses, including any unexpected costs,
fees and expenses, related to the investment; the level of control
the Norcross Braca Group will have over the Company upon
consummation of the investment and shareholder approval; our pro
forma capital position and ratios following consummation of the
proposed investment and any additional investments; the assumptions
used in our capital analysis; the Company’s failure to maintain an
effective system of financial controls over financial reporting and
procedures related to the structure and operation of its corporate
governance and the Company’s ability to remediate material
weaknesses in its internal controls over financial reporting;
general economic conditions, including recent adverse developments
in the banking industry highlighted by high-profile bank failures
and the potential impact of such developments on customer
confidence, liquidity and regulatory responses to these
developments; the effects of, and changes in, trade, monetary and
fiscal policies and laws, including interest rate policies of the
Board of Governors of the Federal Reserve System; our securities
portfolio and the valuation of our securities; our ability to
access cost-effective funding; the effect of changes in accounting
principles, policies and guidelines as well as estimates and
assumptions used in the preparation of our financial statements;
geopolitical conflict, including acts or threats of terrorism,
action taken by the U.S. or other governments in response to acts
or threats of terrorism and/or military conflicts, including the
war between Russia and Ukraine and the war in the Middle East,
which could impact business and economic conditions in the United
States and abroad; interest rate, liquidity, economic, market,
credit, operational, and inflation risks associated with our
business, including the speed and predictability of changes in
these risks; the adequacy of our allowance for credit losses and
our methodology for determining such allowance; adverse changes in
our loan portfolio and credit risk-related losses and expenses;
concentrations within our loan portfolio, including our exposure to
commercial real estate loans; changes to our primary service area;
our ability to identify, negotiate, secure and develop new branch
locations and renew, modify, or terminate leases or dispose of
properties for existing branch locations effectively; business
conditions in the financial services industry, including
competitive pressure among financial services companies, new
service and product offerings by competitors, price pressures and
similar items; our ability to attract and retain deposits and to
access other sources of liquidity, particularly in a rising or high
interest rate environment, and the quality and composition of our
deposits; loan demand; the regulatory environment, including
evolving banking industry standards, changes in legislation or
regulation; rapidly changing technology; our ability to regain
compliance with Nasdaq Listing Rules; the failure to maintain
current technologies; the effects of any cyber threats, attacks or
events, or fraudulent activity, including those that involve our
third-party vendors and service providers; failure to attract or
retain key employees; fluctuations in real estate values;
regulatory, legal or judicial proceedings and litigation
liabilities, including costs and expenses related to settlements
and judgments; and other economic, competitive, governmental,
regulatory and technological factors affecting our operations,
pricing, products and services. You should carefully review the
risk factors described in the Annual Report on Form 10-K for the
year ended December 31, 2021, and other documents the Company files
from time to time with the Securities and Exchange Commission (the
“SEC”). The Company does not undertake to update any
forward-looking statement, whether written or oral, that may be
made from time to time by or on behalf of the Company, except as
may be required by applicable law or regulations.
Contacts
For Republic:Longacre Square Partners Joe Germani /
Greg Marose, (646) 277-8813frbk@Longacresquare.com
For the Norcross Braca Group:The Echo Group, LLCDaniel F. Fee,
Esq., (215) 704-3160dan@echo-group.com
Republic First Bancorp (NASDAQ:FRBK)
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