NEW YORK, Dec. 15, 2017 — Amalgamated Bank (“Amalgamated”) and New Resource Bancorp, the parent company of New Resource Bank ((OTC:NRBC); together, “New Resource”) today announced the signing of a definitive merger agreement by which Amalgamated will acquire New Resource for a total consideration of approximately $58.5 million, in a 100% stock consideration transaction for New Resource shareholders and the cash out of existing New Resource stock options. Under the terms of the agreement, New Resource shareholders will receive 0.0315 shares of Amalgamated common stock for each share of New Resource, or a purchase price of $9.67 per share. The acquisition of New Resource represents the opportunity to expand Amalgamated’s geographic presence to the San Francisco Bay Area as well as deepen its model of impact banking.
The combined bank will create the largest values-based bank in the U.S., offering significant expansion in products and services, greater geographic scope, and increased financial resources which will together enhance the experience for the customer, communities, and employees of both institutions. Together, Amalgamated and New Resource, both certified B Corps and Global Alliance for Banking on Values (GABV) banks, are scaling sustainable banking across the nation to confront the serious climate and social inequities of our time and restore the financial system to its proper role in support of people and the planet.“The combination of Amalgamated and New Resource will create a platform for a nationwide, values-based financial institution that can serve the interests of changemakers around the country,” said Keith Mestrich, President and CEO of Amalgamated Bank. “The transaction brings together two complementary and like-minded organizations who share a mission-driven orientation. I believe that, with the addition of New Resource, our bank can become the go-to financial resource and partner for the people, companies, and organizations dedicated to creating a better world.”President and CEO of New Resource Bank, Vincent Siciliano, commented, “We are excited about the ability to grow our impact with a bank that shares our values. From the very beginning, we have sought to build a bank with a strong commitment to the triple-bottom-line of people, planet and prosperity – a commitment that is shared by Amalgamated. Our combination is a testament to what we have built at New Resource over the years. Our deep expertise in sustainable operations and lending, together with our network of values-based clients, complements Amalgamated’s offerings and capabilities. We look forward to continuing to serve the sustainable business and nonprofit community at a larger scope and scale together with Amalgamated.”Through the transaction, Amalgamated will build on New Resource’s successes in the western U.S. to have a significant impact for the companies’ respective communities. The combined bank will have strong footholds in four key communities where changemaking organizations are concentrated – New York City, Washington, D.C., San Francisco, and Boulder. The Bank intends in the future to continue to expand in values-aligned cities throughout the country.Amalgamated’s size and product offerings will enable New Resource founding mission to be realized much sooner and with national impact. The combined entity will boast a highly complementary customer base and segment expertise as well as a robust financial profile, with a healthy balance sheet and substantially stronger future earning potential. The acquisition will allow Amalgamated to scale their mission to serve progressive and social causes by expanding into new product lines, new geographies, and absorb risks to help a diversity of organizations working to make a positive difference in their communities.The Boards of Directors of both companies have unanimously approved the transaction. The acquisition is subject to customary closing conditions, including New Resource shareholder approval of the merger agreement and receipt of required regulatory approvals, including by the FDIC and the New York State Department of Financial Services. The companies expect to complete the transaction in the second quarter of 2018. Following the close of the transaction, Keith Mestrich will continue in his role as President and CEO of the newly combined entity.FinPro Capital Advisors served as financial advisor and Nelson Mullins Riley & Scarborough LLP served as legal counsel to Amalgamated. Vining Sparks IBG LP served as financial advisor and Gary Steven Findley & Associates served as legal counsel to New Resource.About Amalgamated Bank
For nearly a century, Amalgamated Bank (www.amalgamatedbank.com) has been the most trusted financial institution for progressive people and organizations. By helping those who do good do better, we work to help make the world more just, compassionate and sustainable. Our extensive experience, financial resources and community of like-minded customers offers labor unions, philanthropies, political campaigns, socially and environmentally responsible corporations, as well as individuals, a unique set of financial services enabling them to lead the charge to improve our communities and our country.About New Resource Bank
New Resource Bank (www.newresourcebank.com) is a triple-bottom-line bank serving values-driven businesses and nonprofits that are building a more sustainable world. We see money as an agent of positive social, environmental and economic change. We use banking to transform the economy into one that serves all people and the planet. We put deposits to work for good by lending to organizations that benefit our communities and protect our planet. By using banking to promote well-being, we aim to have an impact in four key areas: environmental protection; health & wellness; education & community empowerment; and sustainable commerce.FORWARD-LOOKING STATEMENTSThis news release contains certain forward-looking statements, including certain plans, expectations, goals, and projections, and including statements about the potential benefits of the merger between Amalgamated and New Resource, which are subject to numerous assumptions, risks, and uncertainties. Forward-looking statements are generally identifiable by the use of words such as “will, “ “believe,” “expect,” “anticipate,” “should,” “could,” “would,” “plans,” “intend,” “project,” “estimate,” “goals,” “forecast,” “may” or similar expressions. Actual results could differ materially from those anticipated by such forward-looking statements as a result of a variety of risks, uncertainties and other factors including, without limitation: the businesses of Amalgamated and New Resource may not be integrated successfully or such integration may take longer to accomplish than expected; the expected cost savings and any revenue synergies from the merger may not be fully realized within the expected timeframes or at all; disruption from the merger may make it more difficult to maintain relationships with clients, associates, or suppliers; the required governmental approvals of the merger may not be obtained on the anticipated proposed terms and schedule or at all; New Resource shareholders may not approve the merger; changes in economic conditions; movements in interest rates; competitive pressures on product pricing, services and customer acquisition and retention; the degree of success and the timing of various business strategies; the nature, extent, and timing of governmental actions and reforms; and extended disruption of vital infrastructure. All forward-looking statements included in this news release are based on information available at the time of this release. Neither Amalgamated nor New Resource assumes any obligation to update any forward-looking statement.ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND ITIn connection with the merger, New Resource will mail the final proxy statement/prospectus to its shareholders. BEFORE MAKING ANY INVESTMENT OR VOTING DECISION, NEW RESOURCE SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/ PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. Copies of the proxy statement/prospectus can be obtained, without charge, by directing a request to New Resource Bank, 255 California Street, Suite 600, San Francisco, CA, 94111, Attention: Stephen A. Rossi.This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of any such jurisdiction.
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