Citizens Financial Group, Inc. and Investors Bancorp, Inc. announced that they have entered into a definitive agreement and plan of merger under which Citizens will acquire all of the outstanding shares of Investors for a combination of stock and cash.
The acquisition of Investors enhances Citizens’ banking franchise, adding an attractive middle market/ small business and consumer customer base while building its physical presence in the northeast with the addition of 154 branches* located in the greater New York City and Philadelphia metropolitan areas and across New Jersey. The acquisition complements Citizens’ recently announced acquisition of HSBC East Coast branches and national online deposits which is expected to close in first quarter 2022. The combined Citizens franchise will operate across some of the most attractive retail and commercial banking markets in the United States characterized by large and dense population centers, areas of high-income households and centers of robust business activity.
“The acquisition of Investors, following on the heels of the acquisition of HSBC’s East Coast branches, further strengthens our formidable franchise in the northeast, together adding roughly one million customers and boosting our near and long-term growth potential,” said Bruce Van Saun, chairman and chief executive officer of Citizens. “We are confident in our ability to successfully integrate these acquisitions, and to over time deliver the same attractive offerings to customers and strong financial performance in the New York City metro region and New Jersey as we do in other major metro areas we serve.”
* Includes Investors’ pending acquisition of 8 Berkshire Hills branches. |
“Joining Citizens, with its broad capabilities, scale and commitment to excellence in customer service opens exciting opportunities for our combined company,” said Kevin Cummings, chairman and chief executive officer of Investors. “Citizens shares Investors’ deep commitment to serving customers, supporting colleagues and giving back to local communities. Our local-market expertise and personal touch will align well with Citizens’ approach and together we will drive long-term value for all our stakeholders.”
Highlights of the proposed transaction to acquire Investors:
Creates long-term shareholder value
Identified cost savings and other synergies
Advances Citizens’ strategy with solid presence in important markets
Under the terms of the agreement and plan of merger, Investors shareholders will receive 0.297 of a share of CFG common stock and $1.46 in cash for each share of Investors they own. Following completion of the transaction, former Investors shareholders will collectively own approximately 14% of the combined company. The implied total transaction value based on closing prices on July 27, 2021 is approximately $3.5 billion.
Key members of Investors’ management team are expected to join Citizens, ensuring business and client continuity. Upon closing of the transaction, Kevin Cummings, Investors’ Chairman and Chief Executive Officer, and Michele N. Siekerka, who are current members of the board of directors of Investors, are expected to join Citizens’ board of directors.
The agreement and plan of merger has been unanimously approved by the boards of directors of each company and the transaction is expected to close in first or second quarter 2022, subject to approval by the shareholders of Investors, receipt of required regulatory approvals and other customary closing conditions.
Morgan Stanley & Co. LLC acted as financial advisor to Citizens in connection with the transaction and Sullivan & Cromwell, LLP served as legal advisor. Keefe, Bruyette & Woods, A Stifel Company, served as lead financial advisor; Piper Sandler & Co and Lazard also served as financial advisors, and Luse Gorman, PC served as legal advisor to Investors.
About Investors Bancorp, Inc.
Investors Bancorp, Inc. is the holding company for Investors Bank, which is headquartered in Short Hills, New Jersey and operates 154 branches* located throughout New Jersey and New York.
Investors Media: Dorian Hansen — 973.924.5100
Investors Investor Relations: Marianne Wade — 973.924.5100
Citizens Media: Peter Lucht — 781.655.2289
Citizens Investor Relations: Kristin Silberberg — 203.900.6854