Pennsylvania Commerce Bancorp to Acquire Republic First Bancorp and Become Metro Bancorp
November 10 2008 - 8:26AM
Business Wire
Pennsylvania Commerce Bancorp Inc. (NASDAQ: COBH), holding company
of Commerce Bank/Harrisburg, and Philadelphia-based Republic First
Bancorp Inc. (NASDAQ: FRBK), holding company of Republic First
Bank, today announced that the companies have signed a definitive
agreement to merge to form Metro Bancorp Inc. With headquarters in
Harrisburg and Philadelphia, Metro Bancorp will have a network of
45 convenient stores in Central Pennsylvania, Metro Philadelphia
and Southern New Jersey. Commerce Bank/Harrisburg stores will
continue to operate as Commerce Bank for a limited time. Republic
First locations will re-brand as Metro Bank early in 2009. The
combined company (which will continue to trade on NASDAQ) will have
total assets exceeding $3 billion, market capitalization of about
$260 million and more than 1,200 team members. The company will
pursue an aggressive growth strategy with new stores in Central
Pennsylvania, Southern New Jersey and other markets. Under the
terms of the agreement, which has been approved by the board of
directors of both companies, Pennsylvania Commerce will acquire
Republic First in a tax-free all-stock transaction. On the
effective date of the merger, Republic First shareholders will
receive a fraction of a share of Pennsylvania Commerce common stock
worth $10.00 for each share of Republic First stock owned. The
actual exchange ratio will be based on the average closing price of
Pennsylvania Commerce common stock for twenty (20) consecutive
trading days preceding the effective date of the merger. As of this
date, Republic First shareholders will receive 0.36 shares of
Pennsylvania Commerce common stock (COBH) with a ceiling of 0.38
shares and floor of 0.34 shares for each share of Republic First
stock. Pennsylvania Commerce opened its first location in Camp
Hill, Pa., in 1985. From its inception, the company has followed
the industry-changing model originated by Vernon W. Hill, II,
founder and former chairman of Commerce Bancorp Inc. and co-founder
of Pennsylvania Commerce. �We have enjoyed outstanding success
living a customer-focused model in Central Pennsylvania for 23
years � and our model will live on in Metro Bank,� said
Pennsylvania Commerce Co-Founder, Chairman, President and CEO Gary
L. Nalbandian. �With our cornerstone acquisition of Republic First,
we have a match that will dramatically accelerate expansion, make
whole new markets of fans and create a new level of value for
shareholders. We are at the dawn of becoming America�s next great
bank.� Republic First Founder, Chairman and CEO Harry D. Madonna
said, �The joining of Republic First with Pennsylvania Commerce not
only brings a tax-free fair price, but is going to change the
banking landscape. The venture is the basis for building on
Republic First�s Philadelphia presence and Pennsylvania Commerce�s
success and infrastructure. Our team is committed to embracing
Pennsylvania Commerce�s renowned retail model.� Mr. Nalbandian will
become chairman, president and CEO of Metro Bancorp and Mr. Madonna
will become vice-chairman of Metro Bancorp. Mr. Hill, currently a
consultant for Republic First, will continue as a consultant with
the combined company and as one of its largest individual
shareholders. Pennsylvania Commerce Bancorp was represented by
Keefe, Bruyette & Woods Inc. Republic First Bancorp was
represented by Sandler O�Neill & Partners LP. About
Pennsylvania Commerce Bancorp Pennsylvania Commerce Bancorp is a
financial services retailer with 33 stores in the counties of
Berks, Cumberland, Dauphin, Lancaster, Lebanon and York.
Headquartered in Harrisburg, Pennsylvania Commerce has more than $2
billion in assets. Services include seven-day banking, free
checking, free instant-issue Visa check card, free interactive
coin-counting machines, free online banking and 24/7 bank-by-phone.
The bank also offers commercial banking services including term
loans, commercial mortgages, lines of credit and cash management
services. For more information, visit the bank�s web site at
commercepc.com. About Republic First Bancorp Republic First Bank is
a full-service, state-chartered commercial bank with assets of $1
billion. The bank provides diversified financial products through
its 12 offices located in Abington, Ardmore, Bala Cynwyd, Plymouth
Meeting, Media and Philadelphia, Pennsylvania; and Voorhees, New
Jersey. FORWARD LOOKING STATEMENTS This news release contains
forward-looking statements about Pennsylvania Commerce Bancorp and
Republic First Bancorp and the proposed transaction between the
companies. There are several factors � many beyond the parties�
control � that could cause actual results to differ significantly
from expectations described in the forward-looking statements.
Among these are the receipt of necessary regulatory approvals and
the approval of Pennsylvania Commerce Bancorp and Republic First
Bancorp shareholders. Forward-looking statements speak only as of
the date they are made and the companies do not undertake any
obligation to update them to reflect changes that occur after that
date. For a discussion of factors that may cause actual results to
differ from expectations, refer to each company�s Quarterly Report
on Form 10-Q for the quarter ended September 30, 2008 and Annual
Report on Form 10-K for the year ended December 31, 2007, including
information incorporated into each company�s 10-K from their
respective 2007 annual reports, filed with the Securities and
Exchange Commission (SEC) and available on the SEC�s website at
www.sec.gov. ADDITIONAL INFORMATION ABOUT THE SUBJECT TRANSACTION
Pennsylvania Commerce Bancorp and Republic First Bancorp will be
filing with the SEC a joint proxy statement/prospectus and other
relevant documents concerning the merger. Investors will also be
able to obtain these documents free of charge at the SEC�s website.
THE COMPANIES URGE INVESTORS TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE
SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN
THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. The directors, executive officers and
certain other members of management and employees of both
Pennsylvania Commerce Bancorp and Republic First Bancorp may be
deemed to be participants in the solicitation of proxies in favor
of the merger from the shareholders of their respective companies.
Information about the directors and executive officers of
Pennsylvania Commerce Bancorp is included in the proxy statement
for its 2008 annual meeting of shareholders which was filed with
the SEC on April 23, 2008. Information about the directors and
executive officers of Republic First Bancorp is included in the
proxy statement for its 2008 annual meeting of shareholders which
was filed with the SEC on March 11, 2008, and the current report on
Form 8-K filed with the SEC on July 23, 2008. Additional
information regarding the participants and their interests will be
included in the joint proxy statement/prospectus and the other
relevant documents filed with the SEC when they become available.
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