Board of Directors Reaffirms its Commitment to
Comprehensive Strategic Review Process
Shareholders are not Required to Take any
Action at this Time
PHILADELPHIA, Sept. 26,
2022 /PRNewswire/ -- The Board of Directors (the
"Board") of Republic First Bancorp, Inc. (NASDAQ: FRBK) (the
"Company"), the holding company for Republic First Bank d/b/a
Republic Bank, today issued the following statement in response to
a letter dated September 22, 2022
(the "September 22 Letter") from
George E. Norcross, III,
Gregory Braca, Philip A. Norcross, Avery Conner Capital Trust
and the trustees thereto (collectively, and together with their
respective affiliates the "Norcross Group") which made a proposal
to make an investment in the Company (the "Proposal"):
![(PRNewsfoto/Republic Bank) (PRNewsfoto/Republic Bank)](https://mma.prnewswire.com/media/1874743/Republic_Bank_Logo.jpg)
"The Board acknowledges receipt of the Proposal from the
Norcross Group. The strategic review committee of the Board, whose
members are Andrew B. Cohen,
Benjamin C. Duster, IV, Lisa R. Jacobs and Harris Wildstein (the "Strategic Review
Committee") are committed to overseeing a comprehensive and
objective strategic review (the "Strategic Review"). The Strategic
Review, which the Company announced on September 15, 2022, is in its early stages, and
the Strategic Review Committee is in the process of completing
non-disclosure agreements ("NDAs") with parties that have expressed
interest in potential transactions and other alternatives with the
Company. The Company anticipates that it will enter into several
NDAs this week.
It is unfortunate that the Norcross Group has refused to sign an
NDA, particularly after it requested an NDA from the Company,
publicly expressed an interest, just 10 days ago, in participating
in the Strategic Review and the Board explained multiple times to
the Norcross Group that it would receive a form NDA that will be
sent to all interested parties. The Strategic Review Committee
will, nonetheless, evaluate the Proposal, as part of the Strategic
Review and consistent with its fiduciary duties. To
facilitate this evaluation, the Strategic Review Committee has
instructed Keefe Bruyette &
Woods to engage with the Norcross Group's financial
advisor."
Shareholders are not required to take any action at this time.
There can be no assurance that the Strategic Review will result in
one or more transactions or other strategic change or outcome. The
Company has not set a timetable for the conclusion of the Strategic
Review, and it does not intend to comment further unless and until
the Board has approved a specific course of action or the Company
has otherwise determined that further disclosure is appropriate or
required by law.
About Republic Bank
Republic First Bancorp, Inc. is the holding company for Republic
First Bank, which does business under the name Republic Bank.
Republic Bank is a full-service, state-chartered commercial bank,
whose deposits are insured up to the applicable limits by the
Federal Deposit Insurance Corporation (FDIC). The Bank provides
diversified financial products through its thirty-four stores
located in Greater Philadelphia,
Southern New Jersey, and
New York City. Republic Bank
stores have extended lobby and drive-thru hours providing customers
with some of the most convenient hours compared to any bank in its
market. The Bank offers free checking, coin counting, ATM/debit
cards issued on the spot and access to more than 55,000 surcharge
free ATMs worldwide via the Allpoint Network. The Bank also offers
a wide range of residential mortgage products through its mortgage
division, which does business under the name of Oak Mortgage
Company. For more information about Republic Bank, visit
www.myrepublicbank.com.
Forward Looking Statements
The Company may from time to time make written or oral
"forward-looking statements", including statements contained in
this release and in the Company's filings with the Securities and
Exchange Commission (the "SEC"). These forward-looking statements
include statements with respect to the Company's beliefs, plans,
objectives, goals, expectations, anticipations, estimates, and
intentions that are subject to significant risks and uncertainties
and are subject to change based on various factors, many of which
are beyond the Company's control. These factors include
competition, timing, credit risks of lending activities, changes in
general economic conditions, price pressures on loan and deposit
products, and other factors detailed from time to time in the
Company's filings with the SEC. The words "may", "could", "should",
"would", "believe", "anticipate", "estimate", "expect", "intend",
"plan", and similar expressions are intended to identify
forward-looking statements. All such statements are made in good
faith by the Company pursuant to the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995. The Company
does not undertake to update any forward-looking statement, whether
written or oral, that may be made from time to time by or on behalf
of the Company, except as may be required by applicable law or
regulations.
Important Additional Information
The Company intends to file a proxy statement and may file a
proxy card with the SEC in connection with the Company's 2022
Annual Meeting of Shareholders (the "2022 Annual Meeting") and, in
connection therewith, the Company, certain of its directors and
executive officers will be participants in the solicitation of
proxies from the Company's shareholders in connection with such
meeting. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO
READ SUCH PROXY STATEMENT, ACCOMPANYING PROXY CARD AND ALL OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE 2022 ANNUAL MEETING. The Company's definitive proxy
statement for the 2021 annual meeting of shareholders contains
information regarding the direct and indirect interests, by
security holdings or otherwise, of the Company's directors and
executive officers in the Company's securities. Information
regarding subsequent changes to their holdings of the Company's
securities can be found in the SEC filings on Forms 3, 4, and 5,
which are available on the Company's website at
http://investors.myrepublicbank.com/ or through the SEC's website
at www.sec.gov. Information can also be found in the Company's
Annual Report on Form 10-K for the year ended December 31, 2020 on file with the SEC. Updated
information regarding the identity of potential participants, and
their direct or indirect interests, by security holdings or
otherwise, will be set forth in the definitive proxy statement and
other materials to be filed with the SEC in connection with the
2022 Annual Meeting. Shareholders will be able to obtain the
definitive proxy statement, any amendments or supplements to the
proxy statement and other documents filed by the Company with the
SEC at no charge at the SEC's website at www.sec.gov. Copies will
also be available at no charge at the Company's website at
http://investors.myrepublicbank.com.
Contacts:
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David
Neff
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Michael
Gaimari
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Neff
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Neff
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C: 215-681-6333
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C:
609-805-6433
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E:
dn@neffknows.com
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E:
mg@neffknows.com
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SOURCE Republic First Bancorp, Inc.