JACKSON-The Boards of Directors of Lakeland Bancorp, Inc. announced that they have entered into a definitive Agreement and Plan of Merger pursuant to which Harmony Bank will be merged with and into Lakeland Bank, with Lakeland Bank as the surviving bank.
The Merger Agreement provides that shareholders of Harmony Bank will receive 1.25 shares of Lakeland Bancorp common stock for each share of Harmony Bank common stock that they own at the effective time of the merger. Lakeland Bancorp expects to issue an aggregate of approximately 3.0 million shares of its common stock in the merger and will cash out Harmony Bank options that remain outstanding at the effective time of the merger. The transaction is valued at approximately $32.0 million, or $12.79 per share, based on the closing price per share of Lakeland Bancorp’s common stock of $10.23 on February 17, 2016. The transaction is expected to be approximately 1% accretive to Lakeland Bancorp’s Earnings Per Share in 2017 and approximately 0.5% dilutive to Tangible Book Value with an estimated Earnback in approximately 3.5 years.
Thomas J. Shara, President and Chief Executive Officer of Lakeland Bancorp and Lakeland Bank, remarked: “We are delighted to be combining with Harmony Bank and expanding Lakeland’s presence into Ocean County. This merger is consistent with our recent initiatives to expand into desirable markets and leverages our highly successful Loan Production Office initiated in 2015 covering neighboring Middlesex and Monmouth counties. We look forward to working with Harmony Bank in delivering a broad array of business and consumer products into a dynamic marketplace.”
Michael Schutzer, President and Chief Executive Officer of Harmony Bank, stated: “We are very excited to be partnering with such a strong, well-managed organization as Lakeland. This merger will bring together two financially strong banks with similar cultures as well as a proven history of building relationships through superior customer service. We are excited to bring our hometown bank relationship focus together with the sophistication and experience of a larger one. Lakeland’s extensive consumer banking products will enable us to now offer better consumer service and products, including home mortgages, in our marketplace. Harmony Bank provides a great presence in one of the most attractive banking markets in the State of New Jersey.”
Lakeland Bank operates 53 New Jersey branch offices in Bergen, Essex, Morris, Passaic, Somerset, Sussex, Union and Warren counties; five New Jersey regional commercial lending centers in Bernardsville, Montville, Newton, Teaneck and Wyckoff/Waldwick; and, two commercial loan production offices serving Middlesex and Monmouth counties in New Jersey and the Hudson Valley region of New York. Lakeland Bank offers an extensive suite of financial products and services for businesses and consumers.
As of December 31, 2015, Lakeland Bancorp had consolidated total assets, total loans, total deposits and total stockholders’ equity of $3.87 billion, $2.97 billion, $3.00 billion and $400.5 million, respectively. Following -2- the closing of Lakeland Bancorp’s acquisition of Pascack Bancorp, Inc. and its subsidiary, Pascack Community Bank, on January 7, 2016, Lakeland Bancorp’s total assets approximated $4.3 billion. Harmony Bank, a state-chartered commercial bank that focuses on serving consumers and small-to-medium-size businesses, is headquartered in Jackson, New Jersey, with additional branch offices in Lakewood and Toms River, New Jersey. As of December 31, 2015, Harmony Bank had total assets, total loans, total deposits and total stockholders’ equity of $295 million, $241 million, $257 million and $28 million, respectively. The Boards of Directors of Lakeland Bancorp, Lakeland Bank and Harmony Bank have approved the merger.
Closing is subject to receipt of approvals from regulators, approval of the merger by Harmony Bank’s shareholders and other customary conditions. No approval is required from Lakeland Bancorp’s shareholders. The closing is expected to occur in the late second quarter or early third quarter of 2016. Harmony Bank’s directors and executive officers, owning in the aggregate approximately 25.9% of Harmony Bank’s outstanding shares on the date the Merger Agreement was executed, have signed voting agreements pursuant to which they have agreed to vote their shares in favor of the merger. Sandler O’Neill & Partners, L.P is acting as financial advisor to Lakeland Bancorp. Raymond James is acting as financial advisor to Harmony Bank. Lowenstein Sandler LLP is acting as Lakeland Bancorp’s legal advisor. Day Pitney LLP is acting as Harmony Bank’s legal advisor