The Boards of Directors of Lakeland Bancorp, Inc. (Nasdaq:LBAI)
("Lakeland Bancorp"), the parent company of Lakeland Bank, and
Somerset Hills Bancorp (Nasdaq:SOMH) ("Somerset Hills Bancorp"),
the parent company of Somerset Hills Bank, announced today that the
companies have entered into a definitive Agreement and Plan of
Merger (the "Merger Agreement"), pursuant to which Somerset Hills
Bancorp will be merged with and into Lakeland Bancorp, with
Lakeland Bancorp as the surviving bank holding company. The Merger
Agreement provides that the shareholders of Somerset Hills Bancorp
will receive, at their election, for each outstanding share of
Somerset Hills Bancorp common stock that they own at the effective
time of the merger, either 1.1962 shares of Lakeland Bancorp common
stock or $12.00 in cash, subject to proration as described in the
Merger Agreement, so that 90% of the aggregate merger consideration
will be shares of Lakeland Bancorp common stock and 10% will be
cash.
Lakeland Bancorp expects to issue an aggregate of 5,780,883
shares of its common stock in the merger, and will also assume
outstanding Somerset Hills Bancorp stock options (which will be
converted into options to purchase Lakeland Bancorp common
stock). The transaction is valued at approximately $64.4
million in the aggregate (excluding the assumption of stock
options), or $12.00 per share, which represents a 31% premium over
the closing sale price per share of Somerset Hills Bancorp common
stock on January 28, 2013. The transaction is expected to be
accretive to Lakeland Bancorp's earnings per share in 2014 and
slightly dilutive to tangible book value with an estimated earn
back prior to December 31, 2014. In addition, the transaction
is expected to be immediately accretive to the TCE Ratio (tangible
common equity as a percentage of tangible assets) by approximately
25 basis points.
The Merger Agreement provides that immediately after the merger
of Somerset Hills Bancorp into Lakeland Bancorp, Somerset Hills
Bank will merge with and into Lakeland Bank, with Lakeland Bank as
the surviving bank.
Upon the closing of the mergers, Messrs. Edward B. Deutsch and
Thomas J. Marino (currently the Chairman of the Board and a
director of Somerset Hills Bancorp, respectively) will be appointed
to the Boards of Directors of Lakeland Bancorp and Lakeland
Bank.
In addition, upon the closing of the mergers, Stewart E.
McClure, Jr., currently Vice Chairman and member of the Board of
Directors of Somerset Hills Bancorp, and the President, Chief
Executive Officer and Chief Operating Officer of Somerset Hills
Bancorp and Somerset Hills Bank, will serve as Co-President of
Lakeland Bank, the surviving bank. Robert Vandenbergh, Senior
Executive Vice President and Chief Operating Officer of Lakeland
Bancorp and Lakeland Bank, has been appointed President of Lakeland
Bank in connection with the announcement of the Merger Agreement,
and will serve as Co-President of Lakeland Bank effective upon the
mergers, while retaining his current positions at Lakeland
Bancorp. Thomas J. Shara, President and Chief Executive
Officer of Lakeland Bancorp and Lakeland Bank, will continue to
serve as Chief Executive Officer of Lakeland Bank and as President
and Chief Executive Officer of Lakeland Bancorp.
Mr. Shara remarked: "We are delighted to be combining with
Somerset Hills, one of the best performing community banks in the
state, and expanding Lakeland's presence in the New Jersey counties
it serves. Both banks share a focus on community banking and
providing the highest level of service to our customers. We
look forward to working with the Somerset Hills team in delivering
to all of our customers and shareholders the benefits that we
expect from this transaction."
Mr. McClure stated: "We are very excited to be partnering with
such a strong, well managed organization as Lakeland. Together, our
franchises create a great presence in one of the most attractive
banking markets in the country. In addition to best in class
customer service we each bring complementary products and services
to the combined company that we believe will be well received by
our customers, and ultimately benefit our shareholders."
Lakeland Bank has 46 offices spanning six northwestern New
Jersey counties: Bergen, Essex, Morris, Passaic, Sussex and
Warren. It offers an extensive array of consumer and
commercial products and services, including online banking,
localized commercial lending teams and 24-hour or less turnaround
time on consumer loan applications. As of December 31, 2012,
Lakeland Bancorp had consolidated total assets, total loans, total
deposits and total stockholders' equity of $2.92 billion, $2.15
billion, $2.37 billion and $280.9 million, respectively.
Somerset Hills Bank operates six banking offices in New
Jersey: its main office, located in Somerset County, four
branch offices in Morris County and one branch office in Union
County. Its lending activities are oriented to the
small-to-medium sized business, high net worth individuals,
professional practices and consumer and retail customers living and
working primarily in its market area. Somerset Hills Bank
also operates a licensed mortgage company subsidiary. As of
December 31, 2012, Somerset Hills Bancorp had consolidated total
assets, total loans, total deposits and total stockholders' equity
of $368.9 million, $241.9 million, $320.2 million and $41.8
million, respectively.
The Boards of Directors of both companies have unanimously
approved the mergers. Closing is subject to receipt of
approvals from regulators, approval of the holding company merger
by Somerset Hills' shareholders, approval of the issuance of
Lakeland Bancorp shares in the holding company merger by Lakeland
Bancorp's shareholders and other customary conditions. The
closing is expected to occur in the second or third quarters of
2013.
Somerset Hills Bancorp's directors and executive officers,
owning in the aggregate approximately 7.9% of Somerset Hills
Bancorp's outstanding shares on December 31, 2012, have signed
voting agreements pursuant to which they have agreed to vote their
shares in favor of the holding company merger.
Raymond James is acting as financial advisor to Lakeland
Bancorp, and Keefe, Bruyette & Woods is acting as financial
advisor to Somerset Hills Bancorp. Lowenstein Sandler LLP is
acting as Lakeland Bancorp's legal advisor. Windels Marx Lane
& Mittendorf, LLP is acting as Somerset Hills Bancorp's legal
advisor.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. In connection with the proposed mergers,
Lakeland Bancorp and Somerset Hills Bancorp intend to file a joint
proxy statement, and Lakeland Bancorp intends to file a
registration statement that will include the joint proxy statement
as a prospectus, with the Securities and Exchange
Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders may obtain a free copy of the registration
statement (when available) and other documents filed by Lakeland
Bancorp and Somerset Hills Bancorp with the Commission at the
Commission's web site at www.sec.gov. These documents may be
accessed and downloaded for free at Lakeland Bancorp's website at
www.lakelandbank.com or by directing a request to Investor
Relations, Lakeland Bancorp, Inc., 250 Oak Ridge Rd, Oak
Ridge NJ 07438 (973-697-2000). Documents filed by
Somerset Hills Bancorp with the Commission may also be accessed and
downloaded for free at Somerset Hills Bancorp's website at
www.somersethillsbank.com or by directing a request to Investor
Relations, Somerset Hills Bancorp, 155 Morristown Road,
Bernardsville, New Jersey 07924 (908-221-0100).
Participants in the Solicitation
This communication is not a solicitation of a proxy from any
security holder of Lakeland Bancorp or Somerset Hills
Bancorp. However, Lakeland Bancorp, Somerset Hills Bancorp and
their respective directors and executive officers may be deemed to
be participants in the solicitation of proxies from Lakeland
Bancorp's and Somerset Hills Bancorp's shareholders in respect of
the proposed transaction. Information regarding the directors
and executive officers of Lakeland Bancorp may be found in its
definitive proxy statement relating to its 2012 Annual Meeting of
Shareholders, which was filed with the Commission on April 9, 2012,
and can be obtained free of charge from Lakeland Bancorp's
website. Information regarding the directors and executive
officers of Somerset Hills may be found in its definitive proxy
statement relating to its 2012 Annual Meeting of Shareholders,
which was filed with the Commission on March 19, 2012, and can be
obtained free of charge from Somerset Hills' website. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interest, by
security holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with
the Commission when they become available.
Forward Looking Statements
This communication contains forward-looking statements with
respect to the proposed mergers and the timing of consummation of
the mergers that are made in reliance upon the safe harbor
provisions of the Private Securities Litigation Reform Act of
1995. The words "anticipates", "projects", "intends",
"estimates", "expects", "believes", "plans", "may", "will",
"should", "could" and other similar expressions are intended to
identify such forward looking statements. These
forward-looking statements are necessarily speculative and speak
only as of the date made, and are subject to numerous assumptions,
risks and uncertainties, all of which may change over
time. Actual results could differ materially from such
forward-looking statements. The following factors, among
others, could cause actual results to differ materially and
adversely from such forward-looking statements: failure to
obtain shareholder or regulatory approval for the merger of
Somerset Hills Bancorp into Lakeland Bancorp, and the merger of
Somerset Hills Bank into Lakeland Bank; failure to realize
anticipated efficiencies and synergies if the mergers are
consummated; material adverse changes in Lakeland Bancorp's or
Somerset Hills Bancorp's operations or earnings; decline in the
economy in Lakeland Bancorp's and Somerset Hills Bancorp's primary
market areas; as well as the risk factors set forth in the periodic
reports filed by Lakeland Bancorp and Somerset Hills Bancorp with
the Commission. Neither Lakeland Bancorp nor Somerset Hills
Bancorp assumes any obligation for updating any such
forward-looking statements at any time.
CONTACT: Thomas J. Shara, President & CEO
Joseph F. Hurley, EVP & CFO
Somerset Hills Bancorp (NASDAQ:SOMH)
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