NEWS RELEASE
Provident Financial Services, Inc. (NYSE: PFS)
First Sentinel Bancorp, Inc (Nasdaq: FSLA)
Contacts:
Kenneth J. Wagner Ann C. Clancy, Esq.
Senior Vice President Executive Vice President
Investor Relations Investor Relations
Provident Financial Services, Inc. First Sentinel Bancorp, Inc.
830 Bergen Avenue 1000 Woodbridge Center Drive
Jersey City, NJ 07306 Woodbridge, NJ 07095
201-915-5344 732-726-9700 x5514
FOR IMMEDIATE RELEASE: July 9, 2004
- -----------------------------------
PROVIDENT FINANCIAL SERVICES, INC. AND FIRST SENTINEL BANCORP, INC.
ANNOUNCE MERGER CONSIDERATION ELECTION, ALLOCATION AND
PRORATION RESULTS
JERSEY CITY, N.J & WOODBRIDGE, N.J.--Provident Financial Services, Inc. (NYSE:
PFS) ("Provident") and First Sentinel Bancorp, Inc.(NASDAQ: FSLA) ("First
Sentinel") today announced preliminary results of elections made by stockholders
of First Sentinel as to the form of merger consideration to be received in the
pending merger of First Sentinel with and into Provident.
Under the terms of the Agreement and Plan of Merger dated December 19, 2003, 60%
of First Sentinel common shares will be converted into Provident common stock
and the remaining 40% will be converted into cash. First Sentinel's stockholders
were given the option to receive either 1.092 shares of Provident common stock,
$22.25 of cash, or some combination thereof, subject to the allocation and
proration procedures set forth in the Agreement and Plan of Merger.
In accordance with the terms of the merger agreement, and based upon the
preliminary election results and allocation procedures:
o First Sentinel stockholders who made a stock election for all or a portion
of their shares of First Sentinel common stock will receive 1.092 shares of
Provident common stock for each of their stock election shares.
o Since the cash merger consideration was oversubscribed, First Sentinel
stockholders who made a cash election for all or a portion of their shares
of First Sentinel common stock will receive the cash consideration of
$22.25 per share for approximately 63.44% of their cash election shares and
will receive 1.092 shares of Provident common stock per share for
approximately 36.56% of their cash election shares.
o First Sentinel stockholders who did not make a valid election prior to 5:00
p.m. on June 30, 2004 will receive 1.092 shares of Provident common stock
for each of their shares of First Sentinel common stock.
No fractional shares of Provident common stock shall be issued. In lieu of such
fractional shares Provident will pay to each former holder of First Sentinel
common stock an amount in cash, rounded to the nearest cent and without
interest, equal to the product of (i) the fraction of a share to which such
holder would otherwise be entitled and (ii) the average of the daily closing
sales price of a share of Provident common stock as reported on the NYSE for the
five consecutive trading days immediately preceding the closing date of the
transaction. The closing is scheduled for July 14, 2004.
Please call Registrar and Transfer Company at 1-800-368-5948, beginning on July
14, 2004, for information regarding individual allocation results.
Provident and its wholly owned subsidiary, The Provident Bank, reported assets
of $4.26 billion and deposits of $2.69 billion as of March 31, 2004. The
Provident Bank is a full-service, community-oriented bank that provides
financial services to individuals, families and businesses through 54
full-service banking offices in northern and central New Jersey. First Sentinel
and its wholly owned subsidiary, First Savings Bank, reported assets of $2.18
billion and deposits of $1.35 billion as of March 31, 2004. First Savings Bank
is a full-service, community-oriented bank that provides financial services to
individuals, families and businesses through 22 full-service banking offices in
central New Jersey.
This news release contains certain forward-looking statements about the proposed
merger of Provident Financial Services, Inc. and First Sentinel Bancorp, Inc.
These statements include statements regarding the anticipated closing date of
the transaction. Forward-looking statements can be identified by the fact that
they include words like "believe," "expect," "anticipate," "estimate," and
"intend" or future or conditional verbs such as "will," "would," "should,"
"could," or "may." Certain factors that could cause actual results to differ
materially from expected results include delays in completing the merger,
legislative and regulatory changes and other factors disclosed by Provident
Financial Services, Inc. and First Sentinel Bancorp, Inc. in their periodic
filings with the SEC. Provident Financial Services, Inc. and First Sentinel
Bancorp, Inc. do not undertake, and specifically disclaim, any obligation to
publicly release the results of any revisions that may be made to any
forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.
================================================================================