Ion Bank and Lincoln 1st Bank announce merger agreement


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Ion Bank to expand its footprint in New Jersey

NAUGATUCK, CT and PINE BROOK, NJ / ACCESSWIRE / November 23, 2021 / Ion Financial, MHC, Connecticut-based, parent company of Ion Bank, and Lincoln Park Bancorp, MHC, New Jersey-based (OTC PINK: LPBC), the mutual holding company of Lincoln Park Bancorp, parent company of Lincoln 1st Bank, jointly announced today that they have entered into a definitive agreement whereby Lincoln Park Bancorp will be merged with Ion Financial, MHC and Lincoln 1st Bank will merge into Ion Bank. Concurrent with the completion of the mergers, Lincoln Park Bancorp, MHC will be dissolved. The merger treaty was unanimously approved by the boards of directors of all parties.

Under the merger agreement, the minority shareholders of Lincoln Park Bancorp (shareholders other than Lincoln Park Bancorp, MHC) will receive $ 10.10 in cash in exchange for each common share of Lincoln Park Bancorp, for a transaction valued in the aggregate. to approximately $ 7.5 million to minority shareholders. The Merger Agreement provides that the price of $ 10.10 per share may be subject to a downward price adjustment following the resolution of the “Affected Loans” referred to in the Merger Agreement. Currently, Lincoln Park Bancorp has 1,735,421 common shares outstanding, of which 999,810 shares are owned by Lincoln Park Bancorp, MHC and the remaining 735,611 shares are owned by minority shareholders.

Following the transaction, Philip B. Vaz, co-president and chief operating officer of Lincoln 1st Bank, is expected to join Ion Bank as regional president for New Jersey and Erik Terpstra as co-president and CFO of Lincoln 1st Bank, is expected to join Ion Bank as Chief Risk Officer. In addition, the merger agreement provides that a director of Lincoln Park Bancorp, MHC and Lincoln 1st The bank serving immediately prior to the closing of the transaction will be appointed to the board of directors of Ion Financial, MHC and the board of directors of Ion Bank.

Ion Financial, MHC expects the merger to generate tangible capital and profits. When finalized, the merger will give Ion Bank new branches in Lincoln Park and Montville, New Jersey, expanding Ion Bank’s reach in northern New Jersey. The merger with Lincoln 1st Bank is in line with Ion Bank’s strategic objective to invest where it can best serve its customers, and these new communities are part of that strategy. Ion Bank is committed to the success of the communities in which it operates. This commitment will extend to existing Lincoln 1st Bank offices and surrounding communities as Lincoln 1st The bank serves.

“We are delighted to welcome Lincoln 1st Bank to the Ion Bank family,” said Ion Bank President and CEO David Rotatori. “Both banks share a commitment to exceptional customer service and are deeply committed to the communities they serve. We also share similar values ​​of developing genuine relationships with consumers and business customers, and being their trusted financial advisor. “

Philip B. Vaz said: “We are delighted to partner with a community bank that shares the same values ​​and culture as Lincoln 1st Bank. The combination with Ion Bank, recognized by Newsweek as the best small bank in Connecticut, will give us the opportunity to provide additional products and services to our customers. “

Erik Terpstra added: “We look forward to our new partnership with Ion Bank and the growth opportunities we hope it will offer. Most importantly, the culture of Ion Bank will allow our clients to continue to benefit from the same client-centric approach. like Lincoln 1st Bank.”

Subject to required regulatory and other approvals and shareholder approval of Lincoln Park Bancorp, Ion Bank intends to complete the transaction in the third quarter of 2022. Following completion of the merger, the combined entity is expected to have 2 $ 0 billion in assets.

Hogan Lovells US LLP is legal counsel to Ion Financial, MHC and Ion Bank. Piper Sandler & Co. is acting as financial advisor to Lincoln Park Bancorp and has provided a fairness opinion to its board of directors. Luse Gorman, PC is legal counsel to Lincoln Park Bancorp, MHC, Lincoln Park Bancorp and Lincoln 1st Bank.

Forward-looking statements

This press release contains statements which may be considered as forward-looking statements within the meaning of Section 27A of the Securities Act of 1933. These forward-looking statements are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995., and this statement is included for the purpose of complying with these Safe Harbor provisions. Readers should not place undue reliance on these forward-looking statements, which speak only as of the date of their publication. These forward-looking statements are based on current plans and expectations, which are subject to a number of risk factors and uncertainties that could cause future results to differ materially from historical performance or future expectations. These differences may be the result of a variety of factors, including, but not limited to: (1) failure by the parties to comply with the closing conditions of the merger agreement on time or not at all; (2) the failure of Lincoln Park Bancorp shareholders to approve the merger agreement; (3) failure to obtain government approvals for the merger; (4) disruptions in the activities of the parties due to the announcement and pending merger; (5) costs or difficulties linked to the integration of the company following the proposed merger; (6) the risk that the expected benefits, cost savings and any other savings resulting from the transaction are not fully realized or may take longer than expected to be realized; (7) changes in the general conditions of business, industry or economy or competition; (8) changes in any law, rule, regulation, policy, directive or practice governing or affecting financial holding companies and their subsidiaries or with respect to tax or accounting or other principles; (9) adverse changes or conditions in the capital and financial markets; (10) changes in interest rates or credit availability; (11) changes in the quality or composition of loan and investment portfolios; (12) the adequacy of loan loss reserves and changes in loan default and write-off rates; (13) increased competition and its effects on prices, expenses, relationships with third parties and revenues; (14) the loss of some key executives; (15) ongoing relationships with major clients; (16) attrition of deposits, requiring increased borrowing to finance loans and investments; (17) rapidly changing technology; (18) unforeseen regulatory or judicial proceedings and responsibilities and other costs; (19) changes in the cost of funds, the demand for loan products or the demand for financial services; and (20) other economic, competitive, governmental or technological factors affecting operations, markets, products, services and prices.

The foregoing list should not be construed as being exhaustive, and Ion Financial, MHC and Lincoln Park Bancorp do not undertake to revise any forward-looking statements subsequently to reflect events or circumstances subsequent to the date of such statements, or to reflect the occurrence of unforeseen events or circumstances.

Additional transaction information

A copy of the merger agreement is available on Lincoln 1st Bank website (www.mylincoln1st.com).

In connection with the proposed transaction, Lincoln Park Bancorp will distribute a proxy to its shareholders at a special meeting of shareholders to be called and held for the purpose of voting on the approval of the transaction and related matters.

BEFORE TAKING ANY VOTING OR INVESTMENT DECISIONS REGARDING THE PROPOSED TRANSACTION, LINCOLN PARK BANCORP SHAREHOLDERS AND INVESTORS ARE INVITED TO READ THE PROXY STATEMENT AND ITS PARTS AS THEY WILL CONTAIN MATERIAL INFORMATION ABOUT THE PARKP BANCORP AND LINCOLN PARK TRANSACTION PROPOSALS .

Copies of the proxy statement will be mailed to all shareholders prior to the special meeting. Shareholders and investors may obtain additional free copies of the Proxy Circular when it becomes available by making a request by telephone or mail to Lincoln Park Bancorp, MHC, 19 Chapin Road, Building D, Suite 1, Pine Brook, NJ 07058, Attention: Philip B. Vaz (phone: (862) 777-8548).

Lincoln Park Bancorp and its directors and officers may be considered participants in the solicitation of proxies from Lincoln Park Bancorp shareholders in connection with the special meeting of shareholders. Information on the directors and officers of Lincoln Park Bancorp is contained in its proxy statement. Additional information regarding the interests of such participants and other persons who may be considered participants in the proxy solicitation may be obtained by reading the proxy circular for the special meeting of shareholders when it becomes available.

About the ion bank

Ion Bank, with more than $ 1.7 billion in assets, provides financial advisory and retail banking services to consumers as well as comprehensive banking services to businesses, businesses and small businesses. Ion Bank was founded in 1870 and has 20 branches in Connecticut and can be found on the web at www.ionbank.com. Since its inception in 1998, the Ion Bank Foundation has invested over $ 10 million in the community through grants for purposes ranging from improving social services to improving the arts.

About Lincoln 1st Bank

Lincoln 1st Bank is a wholly owned subsidiary of Lincoln Park Bancorp (OTC PINK: LPBC). Lincoln Park Bancorp is the majority owned subsidiary of Lincoln Park Bancorp, MHC. Founded in 1923, Lincoln 1st Bank offers a wide range of online and physical financial services. The bank offers mortgages, loans and deposit products to support its community of retail and business customers. The bank’s head office is located in Pine Brook, New Jersey and Lincoln 1st Bank operates two branches in Lincoln Park and Montville, New Jersey.

Contacts:

David Rotatori, Ion Bank
[email protected]

Philip B. Vaz, Lincoln 1st Bank
(862) 777-8548

Erik Terpstra, Lincoln 1st Bank
(862) 777-8538

THE SOURCE: Lincoln 1st bank

See the source version on accesswire.com:
https://www.accesswire.com/674504/Ion-Bank-and-Lincoln-1st-Bank-Announce-Agreement-to-Merge

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