On June 24, 2020, Provident
Financial Services, Inc. (“Provident”), the parent company of Provident Bank, and SB One, the parent company of
SB One Bank, issued a joint press release announcing the receipt of SB One shareholder approval in connection with the
Merger. Additionally, Provident and SB One announced that the closing of the Merger is anticipated to be as of the
close of business on July 31, 2020, subject to certain customary closing conditions.
A copy of the joint press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward Looking Statements
This Current Report
on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements include, but are not limited to, statements about (i) the benefits of a merger between SB One and
Provident, including future financial and operating results, cost savings, enhancements to revenue and accretion to reported earnings
that may be realized from the Merger; (ii) Provident’s and SB One’s plans, objectives, expectations and intentions
and other statements contained in this Current Report on Form 8-K that are not historical facts; and (iii) other statements identified
by words such as “expects” “anticipates,” “intends,” “plans,” “believes,”
“seeks,” “estimates,” “targets,” “projects,” or words of similar meaning generally
intended to identify forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations
of the respective managements of Provident and SB One and are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond the control of Provident and SB One. In addition, these forward-looking
statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual
results may differ materially from the anticipated results discussed in these forward-looking statements because of possible uncertainties.
The following
factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed
in the forward-looking statements: (1) the businesses of Provident and SB One may not be combined successfully, or such combination
may take longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities
or cost savings from the Merger may not be fully realized or may take longer to realize than expected; (3) deposit attrition,
operating costs, customer losses and business disruption following the Merger, including adverse effects on relationships with
employees and customers, may be greater than expected; (4) legislative or regulatory changes,
including changes in accounting standards, may adversely affect the businesses in which Provident and SB One are engaged; (5)
the interest rate environment may further compress margins and adversely affect net interest income; (6) results may be adversely
affected by continued diversification of assets and adverse changes to credit quality; (7) competition from other financial services
companies in Provident’s and SB One’s markets could adversely affect operations; and (8) an economic slowdown could
adversely affect credit quality and loan originations. Additional factors that could cause actual results to differ materially
from those expressed in the forward-looking statements are discussed in Provident’s and SB One’s reports (such as
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange
Commission (the “SEC”) and available on the SEC’s Internet site (http://www.sec.gov).
In addition, the COVID-19 pandemic is having an adverse
impact on both Provident and SB One, their customers and the communities they serve. Given its ongoing and dynamic nature, it
is difficult to predict the full impact of the COVID-19 outbreak on Provident’s and SB One’s businesses. The
extent of such impact will depend on future developments, which are highly uncertain, including when the coronavirus can be
controlled and abated and when and how the economy may be reopened and stay open. As the result of the COVID-19 pandemic and
the related adverse local and national economic consequences, both Provident and SB One could be subject to any of the
following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and
results of operations: the demand for their products and services may decline, making it difficult to grow assets and income;
if the economy is unable to substantially reopen or stay open, and high levels of unemployment continue for an extended period of
time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income;
collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase; their
allowances for loan losses may increase if borrowers experience financial difficulties, which will adversely affect net
income; the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to each
company; as the result of the decline in the Federal Reserve Board’s target federal funds rate to near 0%, the yield on
assets may decline to a greater extent than the decline in the cost of interest-bearing liabilities, reducing net interest
margin and spread and reducing net income; wealth management revenues may decline with continuing market turmoil; Provident
may face the risk of a goodwill write-down due to stock price decline; and both companies’ cyber security risks are
increased as the result of an increase in the number of employees working remotely.
Provident and SB One caution that the foregoing
list of factors is not exhaustive. All subsequent written and oral forward-looking statements concerning the proposed transaction
or other matters attributable to Provident or SB One or any person acting on their behalf are expressly qualified in their entirety
by the cautionary statements above. Provident and SB One do not undertake any obligation to update any forward-looking statement
to reflect circumstances or events that occur after the date the forward-looking statements are made.