Fulton Financial Corporation · NASDAQ:FULT
Fulton Financial — Merger or Acquisition (March 2022)
12 slides from Fulton Financial's merger presentation, Mar 2, 2022
Slide 1: Acquisition of Prudential Bancorp, Inc.
Exhibit 99.3 Filed by: Fulton Financial Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Prudential Bancorp, Inc. SEC File No. 000-55084 Acquisition of Prudential Bancorp, Inc. March 2, 2022
Slide 2: Forward Looking Statements
FORWARD LOOKING STATEMENTS Safe Harbor Statement This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as may, should, will, could, estimates, predicts,
Slide 3: Non-GAAP Financial Measures and Additional Information
NON-GAAP FINANCIAL MEASURES AND ADDITIONAL INFORMATION Non-GAAP Financial Measures The Corporation uses certain non-GAAP financial measure in this presentation. These non-GAAP financial measures are reconciled to the most comparable GAAP measurers at the end of this presentation. Additional Informat
Slide 4: Transaction Highlights
TRANSACTION HIGHLIGHTS ü Enhances Presence in Highly Attractive & Strategically Important Philadelphia Metro Market – Increases our presence, balance sheet and customer base – Further establishes our brand in the market – Solidifies our commitment to serving the Philadelphia communities and our urba
Slide 5: Overview of Prudential Bancorp, Inc.
OVERVIEW OF PRUDENTIAL BANCORP, INC. FULT Financial Highlights PBIP $ in millions; data as of or for the quarter ended December 31, 2021 Headquarters: Philadelphia, PA Founded: 1886 # of Branches: 10 (1) Market Capitalization : $112 Total Assets: $1,084 (2) 11.8% TCE / TA : Gross Loans: $594 Total D
Slide 6: Complementary Business Model, Balance Sheet & Asset Quality Profile
COMPLEMENTARY BUSINESS MODEL, BALANCE SHEET & ASSET QUALITY PROFILE Gross Loans Total Deposits For the quarter ended 12/31/2021 For the quarter ended 12/31/2021 1.09% 4.15% Non-Interest Commercial Bearing Cost of Total Deposits Yield on Loans Business 5% 9% Interest- 1-4 Family Total Time Bearing Re
Slide 7: Expands on Our Existing Philadelphia Presence
EXPANDS ON OUR EXISTING PHILADELPHIA PRESENCE Opportunity Overview Philadelphia County Deposit Market Share No. of Total Deposits Market Share • Strategic, in-market acquisition, accelerating our Company Branches ($M) (%) Philadelphia and urban market strategies 1. The PNC Finl Svcs Grp (PA) 34 $14,
Slide 8: Transaction Terms & Financial Impact
TRANSACTION TERMS & FINANCIAL IMPACT (1) • Approximately $142 million aggregate deal value with $140 million in common stock and cash for (2) Prudential common stockholders and $2 million in cash for Prudential optionholders • 80% stock and 20% cash consideration for each outstanding common share of
Slide 9: Highly Attractive Transaction Economics
HIGHLY ATTRACTIVE TRANSACTION ECONOMICS Recent Bank M&A Deal Median (1) (2) Mid-Atlantic Nationwide Price / TBV (x) 1.1x 1.5x 1.6x Valuation In-Line or (4) Better Than Price / Adjusted TBV (x) 1.2x -- -- Comparable Deals (5) Price / 2022 EPS (x) 15.8x 19.2x 16.0x (5,6) Price / 2022 EPS + Cost Saves
Slide 10: Comprehensive Due Diligence Performed
COMPREHENSIVE DUE DILIGENCE PERFORMED ü Comprehensive diligence process focusing on 8 workstreams: Commercial Banking, Consumer Banking, Operations, IT, Risk/Compliance, Legal, Human Resources and Finance involving 40+ professionals ü Coordinated by and between key executives from FULT and PBIP, inc
Slide 11: Summary
SUMMARY ü High-quality partner with a track record of strong asset quality ü Significantly enhancing our presence in the strategically important Philadelphia market ü Lower execution risk given relative size and Fulton’s familiarity with Prudential market – Only 4% of Fulton’s assets – Achievable co
Slide 12: Non-GAAP Reconciliation
NON-GAAP RECONCILIATION Prudential Bancorp, Inc. (Dollars in thousands) For the Quarter Ended December 31, 2021 Total noninterest expense $ 4,207 Less: Amortization of intangibles & goodwill impairment ( 22) Operating income $ 4,185 (a) Total net interest income $ 5,929 Total noninterest income 370
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