Republic First Bancorp, Inc. Comments on the Norcross Group’s Latest 13D Filing
October 24 2022 - 11:33AM
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 the October 21, 2022 amended Schedule 13D
filing and accompanying demand letter (the “Norcross Filing”)
issued by George E. Norcross, III, Gregory B. Braca, Philip A.
Norcross and Avery Conner Capital Trust and its trustees
(collectively, and together with their respective affiliates, the
“Norcross Group”):
“The Board, through its independent strategic
review committee (the “Committee”), continues to run a full and
fair strategic review process (the “Strategic Review”). At the same
time, the Board is, also through independent committees, dutifully
managing an internal investigation and shareholder demands that the
demanding shareholders have linked to alleged actions of former
directors and former CEO of the Company. These alleged actions of
former directors and management have, among other things, delayed
completion of the Company’s financial statements audit and the
filing of its Annual Report on Form 10-K for the year ended
December 31, 2021. Despite the Board’s best efforts to oversee the
expeditious completion of the Company’s financial statements and to
continue diligently with its comprehensive Strategic Review, the
Norcross Group has unfortunately decided to engage in public and
distracting attacks against the Board.
Here are a few examples of the Norcross Group’s
behavior, which raise questions as to whether the Norcross Group’s
interests are misaligned with the interests of shareholders and the
other constituencies the Company serves:
- The Norcross Filing fails to make
timely, complete and accurate disclosures about its engagement with
the Company. Nowhere in the Norcross Filing does the Norcross Group
make even a passing reference to the fact that its latest public
allegations were precipitated by the Board’s refusal to agree to
the Norcross Group’s demand for $3.5 million (part of which relates
to litigation the Norcross Group voluntarily withdrew months ago),
to add its principals to the Board and to install its group member,
Mr. Braca, as CEO. While the Board did respond by
offering the Norcross Group the right to designate an independent
director, to interview Mr. Braca as a candidate for CEO, while it
also considers other highly qualified candidates, and to pay $500K
of expense reimbursement in exchange for a standstill and a
commitment to participate in the Strategic Review by submitting its
proposals for consideration (and the Board has invited continued
discussion on these terms), the Norcross Group has—to date—refused
to negotiate at all.
- The Norcross Group initially
welcomed the Strategic Review and made a public proposal to invest
in the Company, yet it refuses to enter into—or to continue to
negotiate—a non-disclosure agreement (“NDA”) to participate in the
Strategic Review. Without engaging in the Strategic Review, the
Norcross Group has intentionally left itself on the outside of the
process, unaware of the progress the Committee has made over the
last several weeks. The Committee has nonetheless made several good
faith attempts to negotiate the NDA with the Norcross Group, in the
same manner and on the same terms as it has with many other parties
that have signed NDAs to participate in the Strategic Review.
- The Norcross Group’s repeated
claims that its principals have been ignored by the Board are
utterly false. Indeed, the Norcross Group has had access to the
full Board, through the Norcross Group’s advisors, as well as
regular dialogue with individual directors (directly and through
advisors). For example, within the past few days alone, the Board
has reached out to Mr. Braca to schedule an interview to evaluate
him as a CEO candidate, ideally this week. Within this same
timeframe, the Board informed the Norcross Group, through counsel,
that the Board would be willing to enter into a very short-term NDA
to attempt to continue more substantive settlement negotiations,
which commenced several weeks ago, and to encourage the Norcross
Group to participate in the Strategic Review by submitting its
proposals for consideration.
When the Norcross Group has been presented with
good faith proposals from the Company that do not precisely align
with the Norcross Group’s demands, its principal, George Norcross,
has responded with expletive-laced tirades and off-color and
defamatory remarks about individual directors and
advisors. Also concerning is that the Norcross Group
appears to be seeking to unduly influence the outcome of the
Strategic Review by repeatedly setting illusory deadlines and
seeking to intimidate the Board with threats of litigation.
The Norcross Group’s harmful behavior patterns
call into question how George Norcross’ and the Norcross Group’s
actions might reflect on the Company and affect the Company’s
employees and the communities that the Company serves. Further,
these behaviors demonstrate why the Board must very carefully
analyze whether any proposal from the Norcross Group would
genuinely be in, and advance, the best interests of the Company,
its shareholders and the other constituencies the Company serves,
or if it would instead solely benefit the Norcross Group. Despite
these real concerns, the Board, through independent committees,
will nonetheless objectively and fully consider any alternatives
and proposals submitted by the Norcross Group and will respond to
the demands in the Norcross Filing in accordance with applicable
law.”
Shareholders are not required to take any action
at this time.
About Republic BankRepublic 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 StatementsThe
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.
Source: |
Republic First
Bancorp, Inc. |
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Contacts: |
David Neff Neff C: 215-681-6333 E: dn@neffknows.com |
Michael GaimariNeffC: 609-805-6433E:
mg@neffknows.com |
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