THE BANK OF PRINCETON SIGNS DEFINITIVE AGREEMENT TO ACQUIRE NOAH BANK

PRINCETON, N.J., Oct. 20, 2022 /PRNewswire/ -- The Bank of Princeton (the "Bank") (NASDAQ – BPRN) and Noah Bank ("Noah") jointly announced today that they have entered into a definitive agreement and plan of merger pursuant to which the Bank will acquire Noah in an all-cash transaction valued at approximately $25.4 million, or $6.00 per share, as part of the Bank's ongoing strategy to expand its presence in its core markets. Under the terms of the merger agreement, which has been approved by the boards of directors of both companies, the Bank will acquire all of the outstanding shares of Noah in exchange for the purchase price. The transaction is subject to receipt of all required banking regulatory approvals, Noah stockholder approval and certain financial and other contingencies. The transaction is expected to close in the second quarter of 2023.

Background on Noah Bank

With its legal headquarters in Elkins Park, PA, Noah Bank is a Pennsylvania-chartered FDIC-insured bank that was launched in 2004. Operational headquarters are in Fort Lee, New Jersey. Through its six branches, Noah Bank provides banking products and services to businesses and consumers primarily in the Asian-American communities of Southeastern Pennsylvania, Northern New Jersey, Manhattan, New York and Flushing, New York.

Transaction Highlights

• Purchase price equates to approximately 79.7% of tangible book value as of June 30, 2022. Depending on the final purchase accounting adjustments, the Bank's tangible book value will have modest dilution of approximately 3% with a projected earn-back period of one year.
• Expected to be accretive to the Bank's earnings per share in the first year after the acquisition closes.
• Following the transaction, the Bank will have approximately $1.9 billion in total assets, $1.6 billion in loans and $1.6 billion in deposits, with 29 branches serving the southeastern Pennsylvania, New Jersey and the New York City markets.

Management Commentary

Edward J. Dietzler, President and CEO, stated, "This acquisition provides The Bank of Princeton with an excellent opportunity to expand in markets that are a key part of our long-term strategy, while doing so in a manner that is minimally dilutive to tangible book value and accretive to our earnings. It provides a great opportunity to combine two community banks that share a deep commitment to their local markets and gives us a branch presence in northern New Jersey and New York City, where we already do substantial lending, with the addition of five branch locations. We believe that the Bank will provide Noah Bank customers with additional resources in the form of larger lending capacity, products and support. We look forward to joining forces with Noah Bank employees and customers with our continued vision of being the premier community bank in all of our markets."

Edwin H. Lloyd, the Chairman of Noah Bank, echoed those comments stating, "We are very excited to be partnering with such a strong, well-managed organization as The Bank of Princeton. We believe that this merger will be good for our customers as well as our employees. We are eager to help bring together our hometown customer relationship focus with the breadth of product offerings of a much larger banking institution. I am confident that decisions will continue to be made by bankers with a vested interest in our communities."

Under the terms of the Merger Agreement, if the sum of Noah's shareholders' equity and allowance for loan losses is less than $37.1 million two days prior to the Closing Date, the purchase price will be reduced. At June 30, 2022, the sum of Noah's shareholders' equity and allowance for loan losses was $37.6 million. Support agreements to vote in favor of the merger were received from the directors and executive officers and a material shareholder of Noah.

Janney Montgomery Scott served as financial advisor to The Bank of Princeton. Stevens & Lee, P.C. is serving as legal counsel to the Bank. Piper Sandler & Co. served as financial advisor to Noah Bank and rendered a fairness opinion. Holland & Knight, LLP is serving as legal counsel to Noah Bank. 

About The Bank of Princeton

The Bank of Princeton is a community bank founded in 2007. The Bank is a New Jersey state-chartered commercial bank with 19 branches in New Jersey, including three in Princeton and others in Bordentown, Browns Mills, Chesterfield, Cream Ridge, Deptford, Hamilton, Lakewood, Lambertville, Lawrenceville, Monroe, New Brunswick, Pennington, Piscataway, Princeton Junction, Quakerbridge and Sicklerville. There are also four branches in the Philadelphia, Pennsylvania area. The Bank of Princeton is a member of the Federal Deposit Insurance Corporation ("FDIC").

The Bank plans to reorganize into a bank holding company structure pursuant to which the Bank will become a wholly owned subsidiary of a newly formed corporation known as Princeton Bancorp, Inc. The Bank has received all stockholder and regulatory approvals necessary to do so. The Bank plans to complete this reorganization in the first quarter of 2023.

About Noah Bank

With its legal headquarters in Elkins Park, PA, Noah Bank is a Pennsylvania-chartered FDIC-insured bank that was launched in 2004. Operational headquarters are in Fort Lee, New Jersey. Noah Bank provides banking products and services to businesses and consumers primarily in the Asian-American communities of Southeastern Pennsylvania, Northern New Jersey, Manhattan, New York and Flushing, New York. More information is available at www.noahbank.com

Statements made in this release, other than those concerning historical financial information, may be considered forward-looking statements, which speak only as of the date of this release and are based on current expectations and involve a number of assumptions. These include statements as to the anticipated benefits of the merger, including future financial and operating results, cost savings and enhanced revenues that may be realized from the merger as well as other statements of expectations regarding the merger and any other statements regarding future results or expectations. Each of the Bank and Noah intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes of these safe harbor provisions. The entities' respective abilities to predict results, or the actual effect of future plans or strategies, is inherently uncertain. Factors that could have a material effect on the operations and future prospects of each of the Bank and Noah and the resulting entity, include but are not limited to: (1) the businesses of the Bank and/or Noah may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected timeframe; (3) revenues following the merger may be lower than expected; (4) customer and employee relationships and business operations may be disrupted by the merger; (5) the ability to obtain required regulatory and shareholder approvals, and the ability to complete the merger on the expected timeframe may be more difficult, time-consuming or costly than expected; (6) changes in interest rates, general economic conditions, legislation and regulation, and monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury, the Federal Deposit Insurance Corporation and the Board of Governors of the Federal Reserve System; (7) the quality and composition of the loan and securities portfolios, demand for loan products, deposit flows, competition, and demand for financial services in the companies' respective market areas; (8) the implementation of new technologies, and the ability to develop and maintain secure and reliable electronic systems; (9) accounting principles, policies, and guidelines; and (10) other risk factors detailed from time to time in filings made by the Bank with the FDIC. Forward-looking statements reflect the Bank's and Noah's management's analysis as of the date of this release, even if subsequently made available by the Bank or Noah on their respective websites or otherwise. The Bank and Noah undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise. For a list of other factors which would affect the operations and future prospects of each of the Bank and the resulting entity, see the Bank's filings with the FDIC under the Securities Exchange Act of 1934, including those risk factors identified in the "Risk Factor" section and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2021.

For The Bank of Princeton:
Edward J. Dietzler, President and CEO
Phone: (609) 454-0717

or

For Noah Bank:
Edwin H. Lloyd, Chairman
Phone: (215) 424-5100

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SOURCE The Bank of Princeton