Republic First Bancorp, Inc. Comments on Recent Schedule 13D Filings
Republic First Bancorp (NASDAQ: FRBK) has reassured shareholders of its commitment to maximizing value amidst recent 13D filings from a shareholder group. The Board of Directors is reviewing the filings carefully, remaining open to any proposals to enhance shareholder value. They have engaged Keefe, Bruyette & Woods, a financial sector investment bank, to provide advice regarding these proposals. Shareholders are not required to take any action at this time, and further information will be provided as necessary.
- Board engagement with Keefe, Bruyette & Woods for advisory support.
- Commitment to reviewing shareholder proposals objectively.
- None.
Board of Directors Affirms its Commitment as Fiduciaries to Maximize Value
Shareholders are not Required to Take any Action at this Time
PHILADELPHIA, Feb. 11, 2022 (GLOBE NEWSWIRE) -- The Board of Directors (the “Board”) of Republic First Bancorp, Inc. (the “Bank”) (NASDAQ: FRBK), the holding company for Republic Bank, today issued the following statement in response to recent Schedule 13D filings (the “Filings”) of a shareholder group (the “Shareholder Group”) with the Securities and Exchange Commission:
“The Board is committed to discharging its fiduciary duty to the Bank, as well as its shareholders and the communities the Bank serves. Consistent with this duty, the Board continues to review the Filings by the Shareholder Group carefully and objectively in the same manner it would evaluate input from any shareholder or third party. As fiduciaries, the Board remains open to any and all proposals to maximize value. The Board has retained Keefe, Bruyette & Woods, Inc. (“KBW”), a leading investment bank specializing exclusively in the financial sector, to advise the Board with respect to any proposals. The Board has also authorized KBW to communicate directly with the Shareholder Group about the Filings.”
Shareholders are not required to take any action at this time.
About Republic Bank
Republic First Bancorp, Inc. is the holding company for Republic First Bank which does business under the name Republic Bank. Republic 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 thirty-three stores located in Greater Philadelphia, Southern New Jersey, and New York City. Republic Bank stores are open 7 days a week, 361 days a year, with extended lobby and drive-thru hours providing customers with some of the most convenient hours compared to any bank in its market. The Bank offers free checking, free coin counting, ATM/Debit cards issued on the spot and access to more than 55,000 surcharge free ATMs worldwide via the Allpoint Network. The Bank also offers a wide range of residential mortgage products through its mortgage division which does business under the name of Oak Mortgage Company. For more information about Republic Bank, visit www.myrepublicbank.com.
Important Additional Information
The Company intends to file a proxy statement and a proxy card with the Securities and Exchange Commission (the “SEC”) in connection with the Company’s 2022 Annual Meeting of Shareholders and, in connection therewith, the Company, certain of its directors and executive officers will be participants in the solicitation of proxies from the Company’s shareholders in connection with such meeting. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE 2022 ANNUAL MEETING. The Company’s definitive proxy statement for the 2021 annual meeting of shareholders contains information regarding the direct and indirect interests, by security holdings or otherwise, of the Company’s directors and executive officers in the Company’s securities. Information regarding subsequent changes to their holdings of the Company’s securities can be found in the SEC filings on Forms 3, 4, and 5, which are available on the Company’s website at http://investors.myrepublicbank.com/ or through the SEC’s website at www.sec.gov. Information can also be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 on file with the SEC. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the definitive proxy statement and other materials to be filed with the SEC in connection with the 2022 annual meeting of shareholders. Shareholders will be able to obtain the definitive proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Company’s website at http://investors.myrepublicbank.com.
Forward Looking Statements
The Company may from time to time make written or oral “forward-looking statements”, including statements contained in this release and in the Company's filings with the SEC. The forward-looking statements contained herein, are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. For example, risks and uncertainties can arise with changes in: general economic conditions, including turmoil in the financial markets and related efforts of government agencies to stabilize the financial system; the adequacy of our allowance for loan losses and our methodology for determining such allowance; adverse changes in our loan portfolio and credit risk-related losses and expenses; concentrations within our loan portfolio, including our exposure to commercial real estate loans, and to our primary service area; changes in interest rates; business conditions in the financial services industry, including competitive pressure among financial services companies, new service and product offerings by competitors, price pressures and similar items; deposit flows; loan demand; the regulatory environment, including evolving banking industry standards, changes in legislation or regulation; impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act; our securities portfolio and the valuation of our securities; accounting principles, policies and guidelines as well as estimates and assumptions used in the preparation of our financial statements; rapidly changing technology; litigation liabilities, including costs, expenses, settlements and judgments; the effects of health emergencies, including the spread of infectious diseases and pandemics; and other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services. You should carefully review the risk factors described in the Form 10-K for the year ended December 31, 2020 and other documents the Company files from time to time with the Securities and Exchange Commission. The words “would be,” “could be,” “should be,” “probability,” “risk,” “target,” “objective,” “may,” “will,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and similar expressions or variations on such expressions are intended to identify forward-looking statements. All such statements are made in good faith by the Company pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company, except as may be required by applicable law or regulations.
| Source: | Republic First Bancorp, Inc. | |
| Contact: | Frank A. Cavallaro, CFO | |
| (215) 735-4422 |
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