[Letterhead of
National Westminster Bancorp Inc.]
News Release
Contact:
Allan D. Nichols Chris Cameris
(201) 670-2202 (201) 547-7572
Rodney T. Verblaauw Tim Connolly
(201) 670-2200 (201) 547-7533
FOR IMMEDIATE RELEASE
NATWEST AND CITIZENS FIRST BANCORP ANNOUNCE MERGER
OF NEW JERSEY BANKS
JERSEY CITY AND GLEN ROCK, N.J., MARCH 21, 1994 -- The execution of a
definitive merger agreement between National Westminster Bancorp Inc. and
Citizens First Bancorp, Inc. was announced today jointly by NatWest Bancorp
Chairman and CEO John Tugwell and Citizens First Chairman and CEO Allan D.
Nichols.
Under the terms of the $500 million agreement which was signed today,
Citizens First will be combined with National Westminster Bank NJ, a
subsidiary of NatWest Bancorp. With the addition of Citizens First's 50
branch offices, NatWest will increase its overall branch network to 310
offices.
The agreement is subject to approvals by the Federal Reserve Board, other
regulatory authorities and the shareholders of Citizens First. It is
intended that the transaction will be completed as soon as possible after
approvals are obtained and is expected to occur in the fall of 1994.
"We were looking to increase market penetration in New Jersey, and this
acquisition will put us into a leadership position in three additional
counties," said Mr. Tugwell. "Citizens First represents a perfect fit with
our existing operations. We were especially attracted to its strong market
position in Bergen County. We regard the merger as an important strategic
move that will expand our franchise significantly and strengthen revenue
streams. We expect to see the benefits of the merger reflected in enhanced
profitability for NatWest Bancorp over the next few years."
Headquartered in Glen Rock, NJ, Citizens First operates 50 branches. At
year-end 1993, it had assets of $2.6 billion and reported net income of $36.3
million. It has a branch distribution in five New Jersey counties -- with 31
in Bergen, seven in Morris, seven in Ocean, three in Passaic and two in
Hudson.
"The agreement announced today provides a wonderful opportunity for Citizens'
shareholders, customers and employees," said Mr. Nichols. "With the
resources available from NatWest, Citizens' offices will now be able to
provide a more competitive array of services to fulfill the growing financial
needs of our customers. Likewise, new and exciting career opportunities will
be opened for our officers and employees."
Rodney I. Verblaauw, President of Citizens First, stated, "Our shareholders
will experience a significant enhancement of the value of their investment,
almost a fourfold increase in the per share value of Citizens common stock
since the 1992 recapitalization." He also said that "NatWest has a heritage
of extensive community involvement that parallels the tradition of Citizens."
Both Nichols and Verblaauw noted that the corporate values of the two
companies were quite similar, which should enhance the quality of banking
provided by the new organization.
Following the merger with Citizens First, NatWest Bancorp's branch network
will consist of 183 offices in New Jersey and 127 in New York City, Long
Island and Westchester County. The transaction increases the assets of
NatWest Bancorp to $26 billion and substantially strengthens its commitment
to the New Jersey marketplace. Prior to the merger, NatWest ranked among the
top five banks in deposit market share in Somerset, Hudson, Hunterdon, Cape
May and Atlantic counties. Following the merger, NatWest will also move into
leadership positions in Bergen, Ocean and Morris counties.
Under the terms of the merger, Citizens will be merged into a subsidiary of
National Westminster Bank Plc. Shareholders of Citizens, at their option,
will have the right to have their shares converted into $9.75 per share in
cash or 0.22034 American Depository Receipts ("ADRs") per share. Each ADR
represents six ordinary shares of National Westminster Bank Plc. After
taking into account shareholder elections, no more than 60% nor less than 50%
of Citizens shares will be converted into ADRs and the remaining Citizens
shares will be converted into cash. The transaction is designed to be tax-
free to Citizens First shareholders electing to receive ADRs. Natwest ADRs,
which are traded on the NYSE, closed at $44.25 on Thursday, March 17, the
price upon which the exchange ratio is based. It is the first banking merger
utilizing ADRs. The price represents 2.47 times the fully diluted book value
as of December 31, 1993.
Although no assurances can be made, Citizens First expects to pay common
stock dividends to shareholders totaling 21 cents before the transaction
closes.
NatWest, which entered the U.S. retail market in 1979 with its purchase of
New York-based National Bank of North America, expanded into New Jersey in
1988 with its purchase of First Jersey National Bank. That merger made it
the first New York-based bank-holding company to enter New Jersey after the
state opened its borders to nationwide interstate banking. A year later it
further strengthened its New Jersey network with the purchase of First
National Bank of Central Jersey.
In London, Derek Wanless, Chief Executive of NatWest Plc, parent of NatWest
Bancorp, said: "This is an important and sensible in-fill acquisition for
Bancorp, whose performance has improved substantially over the last two
years. Achieving winning positions in key markets underpins our approach to
managing the Group's portfolio of businesses and is consistent with our
overall objective of delivering long-term shareholder value." At year-end
1993, NatWest Bancorp posted record net earnings of $298 million.
NatWest Bancorp is a wholly-owned subsidiary of National Westminster Bank
Plc, the London-based international banking and financial services
organization.