Fulton Financial Corporation (NASDAQ: FULT) (“Fulton”) and Prudential Bancorp, Inc. (NASDAQ: PBIP) (“Prudential”) announced today that they have entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) under which Prudential will merge with and into Fulton in a stock and cash transaction.
Fulton Financial Corporation, the bank holding company for Fulton Bank, N.A. (www.fultonbank.com), with consolidated assets of approximately $26 billion, provides financial services through 200 financial centers in Pennsylvania, Delaware, Maryland, New Jersey and Virginia. Prudential is the holding company of Prudential Bank (www.psbanker.com), a Pennsylvania-chartered savings bank with assets of approximately $1.1 billion. Prudential conducts business from its headquarters and main office in Philadelphia, as well as seven additional full-service financial centers in Philadelphia, and one each in Drexel Hill, Delaware County and Huntingdon Valley, Montgomery County, Pennsylvania.
Under the terms of the Merger Agreement, Prudential shareholders will receive Fulton common stock based on a fixed exchange ratio of 0.7974 Fulton shares and $3.65 in cash for each Prudential share they own. The implied value of the transaction, based on the 10-day volume weighted average stock price of $18.01 for Fulton’s common stock for the period ending March 1, 2022, is approximately $142.1 million in the aggregate, or $18.01 per Prudential common share. The transaction is expected to qualify as a tax-free exchange with respect to the stock consideration received by Prudential shareholders. In aggregate, approximately eighty percent (80%) of the transaction consideration to Prudential common shareholders will consist of Fulton common stock, with the remaining twenty percent (20%) payable in cash.
The merger transaction has been unanimously approved by the boards of directors of each company, and the announcement of the transaction was made today by E. Philip Wenger, Fulton’s Chairman, President and Chief Executive Officer, and Dennis Pollack, Prudential’s President and Chief Executive Officer. The merger is expected to close in the third quarter of 2022, after satisfaction of closing conditions described in the Agreement, including the receipt of customary regulatory approvals and the approval by Prudential’s shareholders. Following the closing, Prudential’s bank subsidiary, Prudential Bank, will be merged into Fulton’s bank subsidiary, Fulton Bank, N.A.
As part of this acquisition, Fulton Financial Corporation will make a $2 million contribution to the Fulton Forward® Foundation, designated to be used to provide impact gifts in support of nonprofit community organizations in Philadelphia that are focused on advancing economic empowerment, particularly in underserved communities.
“I have shared with investors Fulton’s desire to be more active in mergers and acquisitions of companies that are a good fit for us – strategically, culturally and geographically,” said Wenger. “We look forward to working with the Prudential team to bring our mutual community-oriented style of banking, our comprehensive range of products and services, and our talented teams together to help even more customers and communities in Philadelphia achieve financial success. As we do this, we are pleased to increase our financial support, through the Fulton Forward® Foundation, of community organizations that are focused on enhancing diversity, equity and inclusion, building vibrant communities, fostering affordable housing, driving economic development and increasing financial literacy in and around Philadelphia.”
Pollack added “We are very pleased to join with a partner like Fulton that shares our commitment to community banking. We both have a history of placing the customer first and working to improve the lives of persons in the communities we serve. Prudential is excited to be able to offer our customers and communities a broader array of products and services.”
Additional information about the merger transaction and the Merger Agreement are available in a Current Report on Form 8-K that is being filed by Fulton with the U.S. Securities and Exchange Commission (the “SEC”) simultaneously with the issuance of this communication.
Fulton will host a conference call and audio webcast at 11:00 a.m. ET on March 2, 2022 to review the proposed transaction. Fulton Chairman and Chief Executive Officer Phil Wenger, President and Chief Operating Officer Curt Myers, and Chief Financial Officer Mark McCollom will host the call. The link to the webcast of this call can be found at http://investor.fultonbank.com. The webcast will be archived on the company’s website following the call. Participants can also dial in to listen to an audio-only version of the call at (844) 264-2102, Conference ID: 7831369.
Stephens Inc. served as financial advisor to Fulton, and Barley Snyder LLP served as legal counsel to Fulton. Keefe, Bruyette & Woods, Inc. served as financial advisor to Prudential, and Silver, Freedman, Taff & Tiernan LLP served as legal counsel to Prudential.
