Item 8.01. Other Events.
On November 5, 2021, Lakeland Bancorp, Inc. ("Lakeland") (NASDAQ: LBAI), the
parent company of Lakeland Bank, and 1st Constitution Bancorp ("1st
Constitution") (NASDAQ: FCCY), the parent company of 1st Constitution Bank,
issued a joint press release announcing the receipt of regulatory approval from
each of the Federal Deposit Insurance Corporation and the New Jersey Department
of Banking and Insurance in connection with the proposed merger of 1st
Constitution with and into Lakeland. A copy of the joint press release is
attached as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
The closing of the proposed merger remains subject to the approval of or waiver
by the Board of Governors of the Federal Reserve System, the approval of
Lakeland's shareholders at the special meeting of shareholders to be held on
December 3, 2021, the approval of 1st Constitution's shareholders at the special
meeting of shareholders to be held on December 3, 2021, and certain other
customary closing conditions.
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 merger, Lakeland filed with the Securities and
Exchange Commission (the "SEC") a registration statement that included a joint
proxy statement of Lakeland and 1st Constitution that also constitutes a
prospectus of Lakeland. The definitive joint proxy statement/prospectus was
mailed to the respective shareholders of Lakeland and 1st Constitution on or
about October 20, 2021. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE
JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO SUCH DOCUMENTS, BECAUSE THESE
MATERIALS CONTAIN (OR WILL CONTAIN) IMPORTANT INFORMATION. Investors and
security holders may obtain a free copy of the registration statement and other
documents filed by Lakeland and 1st Constitution with the SEC at the SEC's web
site at www.sec.gov. These documents may be accessed and downloaded for free at
Lakeland's website at www.lakelandbank.com or by directing a request to Investor
Relations, Lakeland Bancorp, Inc., 250 Oak Ridge Road, Oak Ridge, New Jersey
07438 (973-697-2000). 1st Constitution's documents may be accessed and
downloaded for free at 1st Constitution's website at www.1stconstitution.com or
by directing a request to Investor Relations, 1st Constitution Bancorp, 2650
Route 130 P.O. Box 634 Cranbury New Jersey 08512 (609-655-4500).
Participants in the Solicitation
Lakeland, 1st Constitution and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from 1st
Constitution's and Lakeland's shareholders in respect of the proposed merger.
Information regarding the directors and executive officers of Lakeland may be
found in its definitive proxy statement relating to its 2021 Annual Meeting of
Shareholders, which was filed with the SEC on April 9, 2021 and can be obtained
free of charge from Lakeland's website. Information regarding the directors and
executive officers of 1st Constitution may be found in its definitive proxy
statement relating to its 2021 Annual Meeting of Shareholders, which was filed
with the SEC on April 22, 2021 and can be obtained free of charge from 1st
Constitution's website. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect interest, by
security holdings or otherwise, is contained in the joint proxy
statement/prospectus and other relevant materials filed or to be filed with the
SEC, when available.
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Cautionary Statements Regarding Forward-Looking Information
This Current Report on Form 8-K (including Exhibit 99.1 hereto) contains
forward-looking statements with respect to the proposed merger and the timing of
consummation of the merger 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 Federal Reserve Board approval or waiver (and the
risk that such approval may result in the imposition of conditions that could
adversely affect the combined company); failure to obtain shareholder approvals
or to satisfy any of the other conditions to the transaction on a timely basis
or at all or other delays in completing the transaction; the magnitude and
duration of the COVID-19 pandemic and its impact on the global economy and
financial market conditions and the business, results of operations, and
financial condition of Lakeland or 1st Constitution; the occurrence of any
event, change or other circumstances that could give rise to the right of one or
both of the parties to terminate the merger agreement; the outcome of any legal
proceedings that may be instituted against Lakeland or 1st Constitution; failure
to realize anticipated efficiencies and synergies if the merger is consummated;
material adverse changes in Lakeland's or 1st Constitution's operations or
earnings; decline in the economy in Lakeland's and 1st Constitution's primary
market areas; potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or completion of
the transaction; the dilution caused by Lakeland's issuance of additional shares
of its capital stock in connection with the merger; and other factors that may
affect the future results of Lakeland or 1st Constitution. Additional factors
that could cause results to differ materially from those described above can be
found in Lakeland's Annual Report on Form 10-K for the year ended December 31,
2020 and in its subsequent Quarterly Reports on Form 10-Q, including in the
respective Risk Factors sections of such reports, as well as in subsequent SEC
filings, each of which is on file with the SEC and available in the "Investors
Relations" section of Lakeland's website, www.lakelandbank.com, under the
heading "Documents" and in other documents Lakeland files with the SEC, and in
1st Constitution's Annual Report on Form 10-K for the year ended December 31,
2020 and in its subsequent Quarterly Reports on Form 10-Q, including in the
respective Risk Factors sections of such reports, as well as in subsequent SEC
filings, each of which is on file with and available in the "Investor Relations"
section of 1st Constitution's website, www.1stconstitution.com, under the
heading "SEC Filings" and in other documents 1st Constitution files with the
SEC. Neither Lakeland nor 1st Constitution assumes any obligation for updating
any such forward-looking statements at any time.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit
Number Description
Exhibit 99.1 Joint Press Release of Lakeland Bancorp, Inc. and 1st Constitution
Bancorp, dated November 5, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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