PRELIMINARYSUBJECT TO COMPLETIONDATED NOVEMBER 21, 2022
To the Stockholders of Provident Financial Services, Inc. and the Shareholders of Lakeland Bancorp, Inc.
MERGER PROPOSEDYOUR VOTE IS VERY IMPORTANT
On behalf of the boards of directors of Provident Financial Services, Inc. (Provident) and Lakeland Bancorp, Inc. (Lakeland), we are
pleased to enclose the accompanying joint proxy statement/prospectus relating to the proposed combination of Provident and Lakeland. We are requesting that you take certain actions as a holder of Provident common stock (a Provident
stockholder or stockholder) or as a holder of Lakeland common stock (a Lakeland shareholder or shareholder).
On
September 26, 2022, Provident, NL 239 Corp., a direct, wholly owned subsidiary of Provident (Merger Sub), and Lakeland entered into an Agreement and Plan of Merger (as may be amended, modified or supplemented from time to time in
accordance with its terms, the merger agreement), pursuant to which Provident and Lakeland have agreed to combine their respective businesses in two mergers. The transaction will create a premier New Jersey super-community banking
franchise with approximately $25 billion in total assets and $20 billion in total deposits, delivering a broad set of products and services from locations across northern and central New Jersey and in surrounding areas of New York and
Pennsylvania.
Under the merger agreement, Merger Sub will merge with and into Lakeland, with Lakeland as the surviving entity (the
merger), and as soon as reasonably practicable following the merger, Lakeland will merge with and into Provident, with Provident as the surviving entity (the holdco merger). At a date and time following the holdco merger as
determined by Provident, Lakeland Bank, a New Jersey state-charted commercial bank and a wholly owned subsidiary of Lakeland (Lakeland Bank), will merge with and into Provident Bank, a New Jersey state-chartered savings bank and a wholly
owned subsidiary of Provident (Provident Bank), with Provident Bank as the surviving bank (the bank merger and, together with the merger and the holdco merger, the mergers).
In the merger, Lakeland shareholders will receive 0.8319 of a share of Provident common stock for each share of Lakeland common stock they own. Based on the
closing price of Providents common stock on the New York Stock Exchange on September 26, 2022, the last trading day before the public announcement of the merger, the exchange ratio represented approximately $19.27 in value for each share of
Lakeland common stock, representing a merger consideration of approximately $1.3 billion on an aggregate basis.
Provident stockholders will continue
to own their existing shares of Provident common stock. The value of the Provident common stock at the time of completion of the merger could be greater than, less than or the same as the value of Provident common stock on the date of the
accompanying joint proxy statement/prospectus. We urge you to obtain current market quotations of Provident common stock (NYSE trading symbol PFS) and Lakeland common stock (NASDAQ trading symbol LBAI).
We expect the merger and the holdco merger, taken together, will qualify as a reorganization for federal income tax purposes. Accordingly, Lakeland shareholders
generally will not recognize any gain or loss for federal income tax purposes on the exchange of shares of Lakeland common stock for Provident common stock or in the merger, except with respect to any cash received by such holders in lieu of
fractional shares of Provident common stock.
Based on the number of shares of Lakeland common stock outstanding or reserved for issuance as of
[ ], 202[ ], Provident expects to issue approximately
[ ] million shares of Provident common stock to Lakeland shareholders in the aggregate in the merger. We estimate that former Lakeland shareholders will
own approximately forty-two percent (42%) and existing Provident stockholders will own approximately fifty-eight percent (58%) of the common stock of Provident following the completion of the merger.
Provident and Lakeland will each hold a special meeting of our respective stockholders and shareholders in connection with the merger. At our respective special
meetings, in addition to other business, Provident will ask its stockholders to approve the issuance of its common stock to holders of Lakeland common stock pursuant to the merger agreement, and Lakeland will ask its shareholders to approve the
merger agreement. Information about these meetings and the mergers is contained in this document. We urge you to read this document carefully and in its entirety.
The special meeting of Lakeland shareholders will be held virtually via the internet on
[ ], 2023 at [ ], Eastern Time. The special meeting of
Provident stockholders will be held virtually via the internet on [ ], 2023 at
[ ], Eastern Time.
Each of our boards of
directors unanimously recommends that holders of common stock vote FOR each of the proposals to be considered at the respective meetings. We strongly support this combination of our companies and join our boards in their recommendations.
This joint proxy statement/prospectus provides you with detailed information about the merger agreement and the mergers. It also contains or references
information about Provident and Lakeland and certain related matters. You are encouraged to read this joint proxy statement/prospectus carefully. In particular, you should read the Risk Factors section
beginning on page 31 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you. You can also obtain information about Provident and Lakeland from documents that have been filed with the
Securities and Exchange Commission that are incorporated into this joint proxy statement/prospectus by reference.
On behalf of the Provident and
Lakeland boards of directors, thank you for your prompt attention to this important matter.
Sincerely,
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Anthony J. Labozzetta President and Chief Executive Officer
Provident Financial Services, Inc. |
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Thomas J. Shara President and Chief Executive Officer Lakeland
Bancorp, Inc. |
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the
securities to be issued in connection with the merger or determined if this document is accurate or complete. Any representation to the contrary is a criminal offense.
The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or
non-bank subsidiary of either Provident or Lakeland, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
The accompanying joint proxy statement/prospectus is dated [ ],
202[ ], and is first being mailed to holders of Provident common stock and holders of Lakeland common stock on or about [ ],
202[ ].