Peter B.
Bartholow appointed as an Independent Director to the
Board
PHILADELPHIA, Oct. 4, 2022
/PRNewswire/ -- Republic First Bancorp, Inc. (NASDAQ: FRBK)
(the "Company"), the holding company for Republic First Bank d/b/a
Republic Bank (the "Bank"), today announced it has entered into a
multi-year cooperation agreement (the "Cooperation Agreement") with
Driver Management Company LLC and its affiliates (collectively,
"Driver Management"), which together own 1,680,197 shares of the
Company's outstanding common stock.
![(PRNewsfoto/Republic Bank) (PRNewsfoto/Republic Bank)](https://mma.prnewswire.com/media/1874743/Republic_Bank_Logo.jpg)
Under the Cooperation Agreement, the Company appointed
Peter B. Bartholow to the Company's
Board of Directors (the "Board") with a term expiring at the
Company's 2022 Annual Meeting of Shareholders (the "2022 Annual
Meeting"). The Company will also include Mr. Bartholow on its slate
of candidates standing for election at the 2022 Annual Meeting. Mr.
Bartholow is the former Chief Financial Officer and Chief
Operations Officer and board member of Texas Capital Bancshares,
Inc. With Mr. Bartholow's addition, one third of the directors on
the Board will have joined the Board within the past three months
and two thirds of the directors will have joined within the past
six years.
Additionally, Driver Management has agreed to withdraw its
notice of intent to nominate director candidates for election at
the 2022 Annual Meeting and cease all solicitations or proxies and
other activities in connection with the 2022 Annual Meeting,
subject to limited exceptions. With respect to each annual or
special meeting of the Company's shareholders during the term of
the Cooperation Agreement, Driver Management has also agreed to
customary standstill provisions and voting commitments, a general
release of claims with respect to the Company and its affiliates
and to voluntarily dismiss with prejudice any and all claims
asserted in any actions against the Company or its affiliates in
their entirety.
"We are pleased to have reached this cooperation framework with
Driver Management, which we believe is in the best interests of the
Company, our shareholders and the other constituencies we serve,"
said Harry D. Madonna, Executive
Chair of the Board and Interim Chief Executive Officer of the
Company. "Peter is a welcome addition to our Board, and brings an
extensive knowledge of capital markets and mergers and
acquisitions, particularly in the community banking space. The
Company looks forward to leveraging his experience as we continue
to serve our communities and position the Company for value
creation while we pursue our ongoing strategic review. We look
forward to cooperating with Driver Management going forward."
"Driver Management is appreciative of the collaborative and
constructive approach taken by the Board in reaching this
Cooperation Agreement. The Board's addition of Peter and its
commitment to a full review of its strategic direction with its
advisors are pivotal steps forward," said J. Abbott R. Cooper, Managing Member of Driver Management.
"We look forward to continued discourse and collaboration with the
Company to unlock value."
The complete Cooperation Agreement between the Company and
Driver Management will be included as an exhibit to the Company's
Current Report on Form 8-K, which will be filed with the U.S.
Securities and Exchange Commission (the "SEC"). Longacre Square
Partners and LDG Advisory, LLC served as advisors to Driver
Management in connection with the Cooperation Agreement.
About Republic First Bancorp,
Inc.
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 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 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.