On March 24, 2022, Investors Bancorp, Inc. (“Investors”) and
Citizens Financial Group, Inc. (“Citizens”) announced receipt of
regulatory approval from the Board of Governors of the Federal
Reserve System and the Office of the Comptroller of the Currency to
complete the previously announced acquisition under which Citizens
will acquire all the outstanding shares of Investors for a
combination of cash and stock.
The acquisition is anticipated to close by mid-April 2022, pending satisfaction of
customary closing conditions.
A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K
and is incorporated herein by reference.
| Item 9.01 |
Financial Statements and
Exhibits
|
Cautionary Statement About
Forward-Looking Statements
This communication contains “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995
regarding the financial condition, results of operations, business
plans and future performance of Citizens and Investors. Words such
as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,”
“intends,” “plans,” “projects,” “targets,” “designed,” “could,”
“may,” “should,” “will” or other similar words and expressions are
intended to identify these forward-looking statements. These
forward-looking statements are based on Citizens’ and Investors’
current expectations and assumptions regarding Citizens’ and
Investors’ businesses, the economy, and other future
conditions.
Because forward-looking statements relate to future results and
occurrences, they are subject to inherent risks, uncertainties,
changes in circumstances and other factors that are difficult to
predict. Many possible events or factors could affect Citizens’
and/or Investors’ future financial results and performance and
could cause the actual results, performance or achievements of
Citizens and/or Investors to differ materially from any anticipated
results expressed or implied by such forward-looking statements.
Such risks and uncertainties include, among others, (1) the
risk that the cost savings, any revenue synergies and other
anticipated benefits of the proposed transaction may not be
realized or may take longer than anticipated to be realized,
including as a result of the impact of, or problems arising from,
the integration of the two companies or as a result of the
condition of the economy and competitive factors in areas where
Citizens and Investors do business, (2) disruption to the
parties’ businesses as a result of the announcement and pendency of
the proposed transaction and diversion of management’s attention
from ongoing business operations and opportunities, (3) 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 definitive merger agreement between Citizens and Investors,
(4) the risk that the integration of Citizens’ and Investors’
operations will be materially delayed or will be more costly or
difficult than expected or that Citizens and Investors are
otherwise unable to successfully integrate their businesses,
(5) the outcome of any legal proceedings that may be
instituted against Citizens and/or Investors, (6) reputational
risk and potential adverse reactions of Citizens’ and/or Investors’
customers, suppliers, employees or other business partners,
including those resulting from the announcement or completion of
the proposed transaction, (7) the failure of any of the
closing conditions in the definitive merger agreement to be
satisfied on a timely basis or at all, (8) delays in closing
the proposed merger, (9) the possibility that the proposed
merger may be more expensive to complete than anticipated,
including as a result of unexpected