As previously disclosed, on September 26, 2022, Provident Financial Services, Inc., a Delaware corporation (“Provident”), NL 239 Corp., a Delaware corporation and a direct, wholly owned subsidiary of Provident (“Merger Sub”), and Lakeland Bancorp, Inc., a New Jersey corporation (“Lakeland”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Lakeland, with Lakeland as the surviving entity (the “Merger”), and as soon as reasonably practicable following the Merger, Lakeland will merge with and into Provident, with Provident as the surviving entity.
In connection with the proposed Merger, Provident filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 containing a joint proxy statement/prospectus, as amended, and Provident filed a definitive proxy statement/prospectus and Lakeland filed a definitive proxy statement with the SEC, each dated December 21, 2022 (collectively, the “joint proxy statement/prospectus”), which Provident first mailed to its stockholders and Lakeland first mailed to its shareholders on or about December 22, 2022.
Following the announcement of the Merger Agreement, as of the date of this Current Report on Form 8-K, seven lawsuits and six demand letters challenging the disclosures contained in the joint proxy statement/prospectus or other aspects of the Merger have been filed. The first lawsuit, captioned Shiva Stein v. Lakeland Bancorp, Inc. et al., Case No. 1:22-cv-09946, was filed in the U.S. District Court for the Southern District of New York on November 22, 2022. The second lawsuit, captioned Ryan O’Dell v. Lakeland Bancorp, Inc. et al., Case No. 1:22-cv-09980, was filed in the U.S. District Court for the Southern District of New York on November 23, 2022. The third lawsuit, captioned Stephen Bushansky v. Lakeland Bancorp, Inc. et al., Case No. 2:22-cv-07131, was filed in the U.S. District Court for the District of New Jersey on December 7, 2022. The fourth lawsuit, captioned Molly Kaplan v. Lakeland Bancorp, Inc. et al., Case No. 2:22-cv- 07193, was filed in the U.S. District Court for the District of New Jersey on December 8, 2022. The fifth lawsuit, captioned Michael Rubin v. Provident Financial Services, Inc. et al., Case No. 1:22-cv-10485, was filed in the U.S. District Court for the Southern District of New York on December 12, 2022. The sixth lawsuit, captioned Paul Berger Revocable Trust v. Provident Financial Services, Inc. et al., Docket No. HUD-C-000005-23, was filed in the Superior Court of New Jersey on January 4, 2023. The seventh lawsuit, captioned Charles Reinhardt v. Lakeland Bancorp, Inc. et al., Case No. 1:23-cv-00113, was filed in the U.S. District Court for the Southern District of New York on January 6, 2023. The complaints in the Stein, O’Dell, Bushansky, Kaplan and Reinhardt actions are brought by alleged Lakeland shareholders and assert claims against Lakeland and the members of its board of directors. The complaints in the Rubin and Berger actions are brought by alleged Provident stockholders and assert claims against Provident and the members of its board of directors. The complaints filed in the actions, other than the Berger action, allege, among other things, that the defendants caused a materially incomplete and misleading registration statement relating to the proposed Merger to be filed with the SEC in violation of Section 14(a) and Section 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 14a-9 promulgated thereunder. In addition, the complaint in the Berger action alleges that certain directors of Provident breached fiduciary duties of good faith, loyalty, fair dealing, due care and disclosure under Delaware law. On January 17, 2023, the plaintiff in the Berger action filed a motion seeking an interlocutory injunction that would, among other things, enjoin the closing of the vote at the special meeting of Provident’s stockholders, to be held virtually via the internet on February 1, 2023, in connection with the Merger. The court has not ruled on this motion. We refer to the foregoing lawsuits and demand letters collectively as the “Merger Actions.”
Provident and Lakeland believe that the claims asserted in the Merger Actions referred to above are without merit and supplemental disclosures are not required or necessary under applicable laws. However, in order to diminish the risk that these Merger Actions delay or otherwise adversely affect the Merger, and to minimize the costs, risks and uncertainties inherent in defending the Merger Actions, and without admitting any liability or wrongdoing, Provident and Lakeland have determined to supplement the joint proxy statement/prospectus as described in this Current Report on Form 8-K. Provident, Lakeland and the other named defendants deny that they have violated any laws or breached any duties to Provident’s stockholders or Lakeland’s shareholders, as applicable. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, Provident and Lakeland specifically deny all allegations in the Merger Actions that any additional disclosure was or is required.
