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Ion Bank, Lincoln 1st Bank Agree to Merge

November 29, 2021, 07:10 AM
Filed Under: Mergers & Acquisitions

Connecticut-based Ion Financial, MHC, parent company of Ion Bank, and New Jersey-based Lincoln Park Bancorp, MHC, the mutual holding company of Lincoln Park Bancorp, parent company of Lincoln 1st Bank, jointly announced entry into a definitive agreement pursuant to which Lincoln Park Bancorp will be combined with Ion Financial, MHC and Lincoln 1st Bank will merge into Ion Bank. Concurrently with the completion of the mergers, Lincoln Park Bancorp, MHC will be dissolved. The merger agreement was unanimously approved by the boards of directors of all parties to it.

Upon completion of the transaction, Philip B. Vaz, Co-President and Chief Operating Officer of Lincoln 1st Bank, is expected to join Ion Bank as its New Jersey Regional President and Erik Terpstra, Co-President and Chief Financial Officer of Lincoln 1st Bank, is expected to join Ion Bank as its Director of Risk. Additionally, the merger agreement provides that one director of Lincoln Park Bancorp, MHC and Lincoln 1st Bank serving immediately before the closing of the transaction will be appointed to the Board of Trustees of Ion Financial, MHC and the Board of Directors of Ion Bank.

Ion Financial, MHC expects the merger to be accretive to tangible capital and earnings. When finalized, the merger will give Ion Bank new branch locations in Lincoln Park and Montville, New Jersey, expanding Ion Bank's reach into northern New Jersey. The merger with Lincoln 1st Bank is in keeping with Ion Bank's strategic goal of investing 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. That commitment will extend to the existing Lincoln 1st Bank offices and surrounding communities that Lincoln 1st Bank serves.

"We're excited 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 authentic relationships with consumers and business customers, and being their trusted financial advisor."

Vaz said, "We are excited to be joining forces 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 for our customers."

Terpstra added, "We look forward to our new partnership with Ion Bank and the opportunities for growth that we expect it will provide. Most importantly, the culture at Ion Bank will enable our customers to continue to benefit from the same customer-centric approach as Lincoln 1st Bank."

Under the terms of 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 share of Lincoln Park Bancorp common stock, for a transaction valued in aggregate at approximately $7.5 million to the minority shareholders. The merger agreement provides that the $10.10 per share price may be subject to a downward price adjustment after resolution of the "Subject Loans" referenced in the Merger Agreement. Currently, Lincoln Park Bancorp has 1,735,421 shares of common stock outstanding, of which 999,810 shares are owned by Lincoln Park Bancorp, MHC and the remaining 735,611 shares are owned by the minority shareholders.

Subject to requisite regulatory and other approvals and approval by Lincoln Park Bancorp shareholders, Ion Bank intends to complete the transaction in the third quarter of 2022. After completion of the merger, the combined entity is expected to have $2.0 billion in assets.

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

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