First Bank (NasdaqGM:FRBA) executed the letter of intent to acquire Malvern Bancorp, Inc. (NasdaqGM:MLVF) from EJF Capital LLC and others on October 4, 2022. First Bank (NasdaqGM:FRBA) entered into a definitive merger agreement to acquire Malvern Bancorp, Inc. (NasdaqGM:MLVF) from EJF Capital LLC and others for approximately $150 million on December 13, 2022. According to terms of the merger agreement, Malvern Bancorp, Inc. shareholders will receive 0.7733 shares of First Bank common stock and $7.80 in cash per each Malvern Bancorp, Inc. common share outstanding. First Bank expects to issue approximately 5.9 million new shares of First Bank common stock and $59.4 million in cash consideration to consummate this transaction. This Agreement provides for the acquisition of Malvern by First Bank pursuant to the merger of Malvern with and into First Bank with First Bank as the surviving corporation. The Agreement provides certain termination rights for both First Bank and Malvern and further provides that a termination fee of $5.9 million will be payable by Malvern upon termination of the Agreement under certain circumstances.

The merger subject to the approval of First Bank and Malvern Bancorp, Inc. shareholders, as well as customary regulatory approvals including the approval for listing on the Nasdaq Global Select Market of the First Bank Common Stock to be issued in the Merger and Malvern shall have caused Malvern Bank to execute and deliver the Bank Merger Agreement to First Bank. The merger has been unanimously approved by the boards of directors of First Bank and Malvern. In connection with the Agreement, First Bank entered into Voting Agreements with Malvern and each director of Malvern and certain Malvern Insiders, in their capacity as shareholders of Malvern, who beneficially own in the aggregate approximately 5.6% of the outstanding shares of Malvern Common Stock. The shareholders of First Bank is scheduled on April 28, 2023. Transaction is expected to be completed in the second quarter of 2023. The transaction will be significantly and immediately accretive to First Bank earnings per share and that the earn back on tangible book dilution to be under two and a half years.

Kirk Steven Hovde and William Davis D. Curtiss of Hovde Group, LLC acted as financial advisor to First Bank and Piper Sandler & Co. acted as financial advisor and fairness opinion provider to Malvern Bancorp, Inc. Lawrence Spaccasi and Marc Levy of Luse Gorman, PC provided legal counsel to First Bank and Paul Aguggia of Holland & Knight LLP provided legal counsel to Malvern Bancorp, Inc. Computershare, Inc. acted as First Bank's transfer agent. Alliance Advisors, LLC acted as information agent with a service fee of $7,500 to both First Bank and Malvern.