1ST CONSTITUTION BANCORP (NASDAQ:FCCY) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01
Completion of Acquisition or Disposition of Assets.
1ST CONSTITUTION BANCORP (NASDAQ:FCCY) Files An 8-K Completion of Acquisition or Disposition of Assets
Effective as of 5:00 p.m. Eastern Time on April 11, 2018 (the “Effective Time”), New Jersey Community Bank, a New Jersey State-chartered bank (“NJCB”), merged with and into 1st Constitution Bank, a wholly-owned subsidiary of 1st Constitution Bancorp (“1st Constitution”), with 1st Constitution Bank as the surviving entity (the “Merger”) to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 6, 2017, by and among 1st Constitution, 1st Constitution Bank and NJCB.
to the terms of the Merger Agreement, at the Effective Time, the holders of record of shares of common stock of NJCB became entitled to receive, for each issued and outstanding share of common stock of NJCB owned at the Effective Time, a combination of common stock of 1st Constitution (“1st Constitution Common Stock”) and cash as follows:
| (i) |
0.1309 of one share of common stock of 1st Constitution Common Stock, subject to the payment of cash in lieu of fractional shares; and |
| (ii) |
$1.60 in cash, subject to $0.21 (the “Escrow Amount”) being placed in escrow in accordance with the terms and conditions of the Merger Agreement to cover costs and expenses that may be incurred by 1st Constitution after the Effective Time as a result of specific pending litigation against NJCB. |
Each share of 1st Constitution Common Stock outstanding prior to the Effective Time remained outstanding and was unaffected by the Merger.
The foregoing description of the Merger and the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, attached as Exhibit 2.1 to the 1st Constitution Current Report on Form 8-K filed on November 7, 2017, which is incorporated by reference herein.
On April 12, 2018, 1st Constitution issued a press release announcing the completion of the Merger. A copy of the press release is incorporated herein by reference as Exhibit 99.1.
| Item 2.01 |
Financial Statements and Exhibits. |
(d)Exhibits
| 99.1 |
Press Release, dated April 12, 2018.
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1ST CONSTITUTION BANCORP ExhibitEX-99.1 2 ex99_1.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Robert F. Mangano President and Chief Executive Officer 1st Constitution Bancorp (609) 655-4500 1ST CONSTITUTION BANCORP ANNOUNCES CLOSING OF THE MERGER OF NEW JERSEY COMMUNITY BANK WITH AND INTO 1ST CONSTITUTION BANK CRANBURY,…To view the full exhibit click here
About 1ST CONSTITUTION BANCORP (NASDAQ:FCCY)
1st Constitution Bancorp is the bank holding company for 1st Constitution Bank (the Bank). The Bank is a commercial bank, which is engaged in the business of commercial and retail banking. The Company operates through the Community Banking segment. The Community Banking segment consists of construction, commercial, retail and mortgage banking operations. As a community bank, the Bank offers a range of services (including demand, savings and time deposits and commercial and consumer/installment loans) to individuals, small businesses and not-for-profit organizations principally in the Fort Lee area of Bergen County and in Middlesex, Mercer, Somerset and Monmouth Counties of New Jersey. The Bank’s Mortgage Warehouse Funding Group offers revolving lines of credit that are available to licensed mortgage banking companies (the Warehouse Line of Credit). The Bank’s investment activities are classified as available for sale and held to maturity securities.
