PHILADELPHIA, Sept. 27, 2023 (GLOBE NEWSWIRE) -- Republic First Bancorp,
Inc. (OTCEM: FRBK) (“Republic” or the “Company”), the parent company of
Republic First Bank d/b/a Republic Bank, and George E. Norcross, III,
Gregory B. Braca, Philip A. Norcross and affiliates (collectively, the
“Norcross Braca Group”), today announced the signing of a non-binding Letter
of Intent (the “LOI”) that includes a significant investment by the Norcross
Braca Group as part of a capital raise totaling at least $75 million (the
“Capital Raise”) and provides for the reconstitution of the Company’s Board
of Directors and the departure of a majority of legacy directors, among
other provisions.
Under the LOI, the Norcross Braca Group will make a new investment of at
least $35 million in the Company. As a condition to the investment, the
Company will raise at least $40 million of additional capital from
third-party investors (the “Additional Investors”). The Company anticipates
that the proceeds of the Capital Raise will be used to strengthen Republic’s
financial position and improve its operations, all with the goal of
enhancing shareholder value.
Upon the consummation of the Capital Raise, the Company’s Board would
consist of nine members, including two directors designated by the Norcross
Braca Group, two candidates put forth by the Additional Investors, two new
independent directors, the Company’s Chief Executive Officer and two legacy
independent directors. In the interim, with the execution of a definitive
agreement for the Capital Raise, the Norcross Braca Group will have the
right to appoint two non-voting observers to the Board.
Pursuant to the LOI, upon the execution of a definitive agreement for the
Capital Raise, the Norcross Braca Group will dismiss all litigation against
Republic and cease its proxy solicitation efforts. Upon the consummation of
the Capital Raise, Republic will pay certain fees and expenses of the
Norcross Braca Group and assume certain investment banking and legal
expenses.
Thomas X. Geisel, President and Chief Executive Officer of Republic,
commented:
“In addition to strengthening our balance sheet, we anticipate that this
additional capital will provide greater flexibility to invest in the
business and deliver extraordinary service to our loyal customer base and
depositors. With this announcement, we plan to work with the Norcross Braca
Group to put Republic on the best footing possible to enhance value for all
shareholders. We would like to thank the Norcross Braca Group for their
constructive engagement in getting to this point and appreciate the value
they see in Republic.”
George E. Norcross, III, stated:
“As significant Republic shareholders, we believe in the Company’s potential
and are excited about being part of its next chapter. We appreciate the
Board’s engagement throughout this process and look forward to working
together. Ultimately, we share a common goal: helping the Company deliver
outstanding service to its customers and depositors, investing in its
communities and employees and improving value for shareholders.”
The transaction is subject to the negotiation of and entry into definitive
agreements. Any definitive agreement will contain customary closing
conditions, including, among others, shareholder and regulatory approvals.
Advisors
Squire Patton Boggs (US) LLP and Vinson &
Elkins, L.L.P. are serving as legal advisors to the Company. Sullivan &
Cromwell LLP and Ballard Spahr are serving as legal advisors to the Norcross
Braca Group.
About Republic Bank
Republic Bank is the operating
name for Republic First Bank. Republic First Bank is a full-service,
state-chartered commercial bank, whose deposits are insured up to the
applicable limits by the Federal Deposit Insurance Corporation (FDIC). The
Bank provides diversified financial products through its 33 offices located
in Atlantic, Burlington, Camden, and Gloucester Counties in New Jersey;
Bucks, Delaware, Montgomery and Philadelphia Counties in Pennsylvania and
New York County in New York. For more information about Republic Bank,
please visit myrepublicbank.com.
Forward-Looking Statements
This press release, and
oral statements made regarding the subjects of this release, contains
“forward-looking statements” within the meaning of the Securities Litigation
Reform Act of 1995, or the Reform Act, which may include, but are not
limited to, statements regarding the Company’s estimates, plans, objectives,
expectations and intentions and other statements contained in this press
release that are not historical facts, including statements identified by
words such as “believe,” “plan,” “seek,” “expect,” “intend,” “estimate,”
“anticipate,” “will,” and similar expressions. All statements addressing the
Company’s future plans, including plans to raise additional capital,
strategies and operating results are forward-looking statements within the
meaning of the Reform Act. The forward-looking statements are based on
management’s current views and assumptions regarding future events and
operating performance, and are inherently subject to significant
uncertainties and contingencies and changes in circumstances, many of which
are beyond the Company’s control. The statements in this press release are
made as of the date of this press release, even if subsequently made
available by the Company on its website or otherwise. The Company does not
undertake any obligation to update or revise these statements to reflect
events or circumstances occurring after the date of this press release. You
should carefully review the risk factors described in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2021, the Company’s
Quarterly Report on Form 10-Q for the period ended September 30, 2022 and
other documents the Company files from time to time with the SEC.
Contacts
For Republic:
Longacre Square Partners
Joe
Germani / Greg Marose, (646) 277-8813
frbk@Longacresquare.com
For the Norcross Braca Group:
The Echo Group, LLC
Daniel F.
Fee, Esq., (215) 704-3160
dan@echo-group.com
