Forward-looking statements can be identified by the use of words such as “may,”
“should,” “will,” “could,” “estimates,” “predicts,” “potential,” “continue,” “anticipates,” “believes,” “plans,” “expects,”
“future,” “intends,” “projects,” the negative of these terms and other comparable terminology. These forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of
Fulton and Prudential with respect to the merger, the strategic benefits and financial benefits of the merger, including the expected impact of the transaction on Fulton’s future financial performance (including anticipated accretion to
earnings per share and other metrics), and the timing of the closing of the transaction.
Forward-looking statements are neither historical facts, nor
assurance of future performance. Instead, the statements are based on current beliefs, expectations and assumptions regarding the future of the businesses of Fulton and Prudential, future plans and strategies, projections, anticipated events and
trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of
the control of either Fulton or Prudential, and actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements.
All forward-looking statements included in this communication are based on information available at the date hereof. Pro forma, projected and estimated
numbers are used for illustrative purposes only and are not forecasts, and actual results may differ materially. Fulton and Prudential are under no obligation to (and expressly disclaim any such obligation to) update or alter these forward-looking
statements, whether as a result of new information, future events or otherwise except as required by law.
Forward-looking statements contained in this
communication are subject to, among others, the following risks, uncertainties and assumptions:
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the possibility that the anticipated benefits of the transaction, including anticipated cost savings and
strategic gains, are not realized when expected or at all, including as a result of the impact of, or challenges arising from, the integration of Prudential into Fulton or as a result of the strength of the economy, competitive factors in the areas
where Fulton and Prudential do business, or as a result of other unexpected factors or events; |
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the timing and completion of the merger transaction is dependent on the satisfaction of customary closing
conditions contained in the Merger Agreement, including approval by Prudential shareholders, which cannot be assured, the satisfaction of certain other conditions that are specific to this transaction, and various factors that cannot be predicted
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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; |
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potential adverse reactions or changes to business or employee relationships, including those resulting from the
announcement or completion of the merger; |
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the outcome of any legal proceedings related to the merger which may be instituted against Fulton or Prudential;
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unanticipated challenges or delays in the integration of Prudential’s business into Fulton’s business
and or the conversion of Prudential’s operating systems and customer data onto Fulton’s may significantly increase the expense associated with the merger; and |
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other factors that may affect future results of Fulton and Prudential. |
These forward-looking statements are also subject to the “Risk Factors” as well as other principal risks and uncertainties applicable to the
respective businesses and activities of Fulton and Prudential that are disclosed in Fulton’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, in its Quarterly Report on Form 10-Q for the quarter-ended March 31, 2022, and in other documents Fulton files with the SEC, and in Prudential’s Annual Report on Form 10-K, as amended, for its
fiscal year ended September 30, 2021, in its Quarterly Report on Form 10-Q for the quarter-ended December 31, 2021, in its Quarterly Report on Form 10-Q for the quarter-ended March 31, 2022, and in
other documents Prudential files with the SEC. Fulton’s and Prudential’s SEC filings are accessible on the SEC website at www.sec.gov.
Additional Information About the Proposed Merger and Where to Find It
Fulton filed a registration statement (Registration Number 333-264399) with the SEC under the Securities Act of 1933,
as amended, which includes a proxy statement/prospectus and other relevant documents in connection with the proposed merger. The registration statement was declared effective by the SEC on May, 5, 2022. Prudential shareholders are urged to
read the proxy statement/prospectus carefully, including any amendments or supplements to it. These documents contain important information about the proposed merger.
The proxy statement/prospectus and any other documents Fulton and Prudential have filed and will file with the SEC may be obtained free of charge at the
SEC’s website www.sec.gov. In addition, copies of the documents Fulton has filed or will file with the SEC may be obtained free of charge by contacting Matt Jozwiak, Fulton Financial Corporation, One Penn Square, P.O. Box 4887,
Lancaster, PA 17604; and copies of the documents Prudential has filed or will file with the SEC may be obtained free of charge by contacting Jack E. Rothkopf, Prudential Bancorp, Inc., 1834 West Oregon Avenue, Philadelphia, PA 19145.
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