8-KMaterial AgreementsExhibits & Filings

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Material Agreement (Jul 30, 2021)

Filed July 30, 2021For Securities:CFGCFG-PHCFG-PECFG-PI

Summary

Citizens Financial Group, Inc. (CFG) has announced a significant strategic move by entering into an Agreement and Plan of Merger with Investors Bancorp, Inc. (ISBC). The transaction is structured as a merger of Investors Bancorp into Citizens, with Citizens as the surviving entity, followed by a merger of their respective banking subsidiaries. This acquisition is set to be a stock-and-cash deal, where Investors Bancorp shareholders will receive 0.297 shares of Citizens common stock and $1.46 in cash for each share of Investors Bancorp common stock they hold. This merger represents a substantial expansion for Citizens, aiming to enhance its market presence and capabilities. The deal has received unanimous approval from the boards of directors of both companies. Completion of the merger is contingent upon customary closing conditions, including shareholder approval from Investors Bancorp, receipt of regulatory approvals from bodies like the Federal Reserve and the OCC, and the successful listing of the new Citizens shares on the NYSE. Investors can anticipate further detailed information through forthcoming filings, including a Form S-4 registration statement which will contain a proxy statement and prospectus.

Key Highlights

  • 1Citizens Financial Group (CFG) to acquire Investors Bancorp, Inc. (ISBC) in a stock-and-cash merger.
  • 2Investors Bancorp shareholders will receive 0.297 CFG shares and $1.46 cash per ISBC share.
  • 3The transaction has received unanimous approval from the boards of directors of both CFG and ISBC.
  • 4Completion is subject to standard closing conditions, including regulatory and shareholder approvals.
  • 5The merger is expected to expand Citizens' market presence and capabilities.
  • 6Key regulatory approvals required include those from the Federal Reserve and the OCC.
  • 7Further details will be provided in a Form S-4 registration statement, including proxy materials and prospectus.

Frequently Asked Questions

This 8-K filing announces that Citizens Financial Group, Inc. (CFG) has entered into a material definitive agreement to merge with Investors Bancorp, Inc. (ISBC). It outlines the terms of the merger, the consideration to be paid to Investors Bancorp shareholders, and the conditions required for the transaction to close.

Investors Bancorp shareholders will receive a combination of cash and stock. Specifically, they will be entitled to 0.297 shares of Citizens Financial Group common stock and $1.46 in cash for each share of Investors Bancorp common stock they own.

The merger is subject to several conditions, including the approval of the merger agreement by Investors Bancorp shareholders, the absence of any government orders or laws prohibiting the transaction, the effectiveness of a registration statement for the Citizens shares to be issued, receipt of necessary regulatory approvals (such as from the Federal Reserve and OCC), and the listing of Citizens' shares on the NYSE. Both parties must also ensure the accuracy of representations and warranties, and that no material adverse effect has occurred.

Investors can find more detailed information in the upcoming Form S-4 registration statement to be filed with the SEC. This filing will include a proxy statement for Investors Bancorp's stockholders and a prospectus for Citizens' stockholders, providing comprehensive details about the proposed transaction.