Lakeland Bancorp, Inc. (NASDAQ:LBAI) Files An 8-K Other Events

Item 8.01.

Other Events.

As of the close of business on January4, 2019 (the Effective
Time), Lakeland Bancorp, Inc. (Lakeland) consummated its
acquisition of Highlands Bancorp, Inc. (Highlands) to the
Agreement and Plan of Merger, dated as of August23, 2018, by and
between Lakeland and Highlands (the Merger Agreement). At the
Effective Time, Highlands merged with and into Lakeland, with
Lakeland continuing as the surviving entity (the Merger), and
shortly thereafter, Highlands State Bank, a New Jersey-chartered
commercial bank and previously a wholly-owned subsidiary of
Highlands (Highlands State Bank), merged with and into Lakeland
Bank, a New Jersey-chartered commercial bank and a wholly-owned
subsidiary of Lakeland (Lakeland Bank), with Lakeland Bank
continuing as the surviving bank (the Bank Merger and,
collectively, with the Merger, the Mergers).

Subject to the terms and conditions of the Merger Agreement, at
the Effective Time, each share of Highlands common stock issued
and outstanding immediately prior to the Effective Time was
converted into and became the right to receive 1.015 shares of
Lakeland common stock. Cash will be paid in lieu of fractional
shares. In the aggregate, Lakeland paid approximately 2.8million
shares of Lakeland common stock in the Merger.

Former shareholders of Highlands will be receiving Letters of
Transmittal to which they may tender their Highlands common stock
certificates in exchange for their portion of the Merger
consideration.

to the terms of the Merger Agreement, all stock options to
purchase Highlands common stock outstanding immediately prior to
the Effective Time, which we refer to as old stock options, were
forfeited or, if the holders executed and delivered prior to the
Effective Time an option cancellation agreement, in form and
substance reasonably satisfactory to Lakeland, cancelled in
exchange for a payment by Lakeland equal to (x)the number of
shares of Highlands common stock covered by the old stock option
immediately prior to the Effective Time multiplied by (y)the
amount, if any, by which the average (rounded to four decimals)
of the daily closing sales prices of Lakeland common stock for
the 20 consecutive full trading days ending at the close of
trading on the date immediately preceding the Effective Time,
exceeds the exercise price of such old stock option. Lakeland
expects to pay approximately $800,000 in the aggregate in
connection with the cancellation of the old stock options.

On January4, 2019, Lakeland disseminated a press release
announcing the closing of the Mergers. A copy of the press
release is attached as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated by reference into this Item 8.01.

Cautionary Statements Regarding Forward-Looking
Information

This Current Report on Form 8-K (including Exhibit 99.1 hereto)
contains forward-looking statements that are made in reliance
upon the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. The words anticipates, projects,
intends, estimates, expects, believes, plans, may, will, should,
could and other similar expressions are intended to identify such
forward looking statements. These forward-looking statements are
necessarily speculative and speak only as of the date made, and
are subject to numerous assumptions, risks and uncertainties, all
of which may change over time. Actual results could differ
materially from such forward-looking statements. The following
factors, among others, could cause actual results to differ
materially and adversely from such forward-looking statements:
any difficulties experienced by Lakeland in integrating
Highlandss business with its own; material adverse changes in the
combined companys operations or earnings; decline in the economy
in the combined companys primary market areas; as well as the
risk factors set forth in the proxy statement and prospectus
filed by Lakeland with the Securities and Exchange Commission in
connection with the Merger, and in Lakelands Annual Report on
Form 10-K for the year ended December31, 2017 and other periodic
filings made by Lakeland with the Commission. Lakeland assumes no
obligation for updating any such forward-looking statements at
any time.

Item 8.01.

Financial Statements and Exhibits

(d)Exhibits.

Exhibit Number	Description
Exhibit99.1	Press Release of Lakeland Bancorp, Inc., dated January4, 2019.

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LAKELAND BANCORP INC Exhibit
EX-99.1 2 d649641dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Press Release LAKELAND BANCORP ANNOUNCES CLOSING OF ACQUISITION OF HIGHLANDS BANCORP Oak Ridge,…
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About Lakeland Bancorp, Inc. (NASDAQ:LBAI)

Lakeland Bancorp, Inc. is the bank holding company for Lakeland Bank (Lakeland). Lakeland operates under a state bank charter and provides full banking services. Lakeland generates commercial, mortgage and consumer loans and receives deposits from customers located in Northern and Central New Jersey. Lakeland also provides non-deposit products, such as securities brokerage services, including mutual funds and variable annuities. Through Lakeland, the Company offers a range of lending, depository and related financial services to individuals and small to medium sized businesses located in northern and central New Jersey. Lakeland’s equipment financing division provides a solution to small and medium sized companies, who prefer to lease equipment over other financial alternatives. Lakeland’s asset based loan department provides commercial borrowers with another lending alternative. It also offers wire transfer, Internet banking, mobile banking and night depository services.