As previously disclosed, on September 26, 2022, Lakeland Bancorp, Inc., a New Jersey corporation (“Lakeland”), Provident Financial Services, Inc., a Delaware corporation (“Provident”), and NL 239 Corp., a Delaware corporation and a direct, wholly-owned subsidiary of Provident (“Merger Sub”), 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 Lakeland filed a definitive proxy statement, and Provident filed a definitive proxy statement/prospectus, with the SEC, each dated December 21, 2022 (collectively, the “joint proxy statement/prospectus”), which Provident and Lakeland first mailed to their respective 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 lawsuits are: Stein v. Lakeland Bancorp, Inc. et al., Case No. 1:22-cv-09946, filed in the U.S. District Court for the Southern District of New York (“S.D.N.Y.”) on November 22, 2022; O’Dell v. Lakeland Bancorp, Inc. et al., Case No. 1:22-cv-09980, filed in the S.D.N.Y. on November 23, 2022; Bushansky v. Lakeland Bancorp, Inc. et al., Case No. 2:22-cv-07131, filed in the U.S. District Court for the District of New Jersey (“D.N.J.”) on December 7, 2022; Kaplan v. Lakeland Bancorp, Inc. et al., Case No. 2:22-cv-07193, filed in the D.N.J. on December 8, 2022; Rubin v. Provident Financial Services, Inc. et al., Case No. 1:22-cv-10485, filed in the S.D.N.Y. on December 12, 2022; Paul Berger Revocable Trust v. Provident Financial Services, Inc. et al., Docket No. HUD-C-000005-23, filed in the Superior Court of New Jersey on January 4, 2023; and Reinhardt v. Lakeland Bancorp, Inc. et al., Case No. 1:23-cv-00113, filed in the S.D.N.Y. 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.”
Lakeland and Provident believe that all allegations in the Merger Actions referred to above are without merit and supplemental disclosures are not required or necessary under applicable laws. However, solely in order to avoid the expense and distraction of litigation, and without admitting any liability or wrongdoing, Lakeland and Provident have determined to supplement the joint proxy statement/prospectus as described in this Current Report on Form 8-K. Lakeland, Provident and the other named defendants deny that they have violated any laws or breached any duties to Lakeland’s shareholders or Provident’s stockholders, 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, Lakeland and Provident specifically deny all allegations in the Merger Actions.
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