UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On July 11, 2021, Lakeland Bancorp, Inc. (“Lakeland Bancorp”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with 1st Constitution Bancorp (“1st Constitution”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, 1st Constitution will merge with and into Lakeland Bancorp, with Lakeland Bancorp continuing as the surviving entity (the “Merger”).
In connection with the Merger, Lakeland Bancorp has prepared a document describing certain risk factors related to the Merger Agreement, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
In connection with the Merger, the following financial statements are to be filed as part of this report:
| (a) | Financial Statements of Probable Business Acquisition |
| i. | Audited consolidated balance sheets of 1st Constitution as of the years ended December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows of 1st Constitution for each of the three years in the period ended December 31, 2020, the notes related thereto, and the Independent Registered Public Accounting Firm Report of BDO USA, LLP, dated March 15, 2021, are filed herewith as Exhibit 99.2 and are incorporated into this Item 9.01(a) by reference. |
| ii. | Unaudited condensed consolidated financial statements of 1st Constitution as of and for the six months ended June 30, 2021 and 2020, and the notes related thereto, are filed herewith as Exhibit 99.3 and are incorporated into this Item 9.01(a) by reference. |
| (b) | Pro Forma Financial Information. The following pro forma financial statements giving effect to the merger with 1st Constitution are filed herewith as Exhibit 99.4 and are incorporated into this Item 9.01(b) by reference: |
| i. | Lakeland Bancorp unaudited pro forma combined consolidated financial information as of June 30, 2021 and for the year ended December 31, 2020 and the six months ended June 30, 2021. |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Lakeland Bancorp, Inc. | ||||||
| Date: September 8, 2021 | By: | /s/ Timothy J. Matteson | ||||
| Name: Timothy J. Matteson | ||||||
| Title: Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary | ||||||