Fulton Financial Corporation (NasdaqGS:FULT) executed a non-binding indication of interest to acquire Prudential Bancorp, Inc. (NasdaqGM:PBIP) from a group of shareholders on November 23, 2021. Fulton Financial Corporation entered into a definitive agreement to acquire Prudential Bancorp, Inc. from a group of shareholders for approximately $140 million March 1, 2022. Under the terms of the transaction, Prudential shareholders will receive Fulton common stock based on a fixed exchange ratio of 0.7974 Fulton shares and $3.65 in cash for each Prudential share. In aggregate, approximately eighty percent (80%) of the transaction consideration to Prudential common shareholders will consist of Fulton common stock, with the remaining twenty percent (20%) payable in cash. In addition, each outstanding option to acquire Prudential Common Shares, whether vested or unvested, will be cancelled and will be cashed out based on the difference between $18.25 and the exercise price per Prudential Common Share subject to such option and each outstanding Prudential restricted stock award will become fully vested and will be exchanged for $18.25 per Prudential share. As part of this acquisition, Fulton Financial Corporation will make a $2 million contribution to the Fulton Forward ® Foundation. Following the closing, Prudential's bank subsidiary, Prudential Bank, will be merged into Fulton's bank subsidiary, Fulton Bank, N.A. Prudential shall pay to Fulton a termination fee of $6 million.

The deal is subject to customary regulatory approvals, effectiveness of the registration statement with the Securities and the approval by Prudential's shareholders. The transaction has been unanimously approved by the Boards of Directors of both Fulton Financial and Prudential Bancorp. The registration statement was declared effective by the SEC on May 5, 2022. As on May 23, 2022, the Federal Reserve Bank of Philadelphia and the Pennsylvania Department of Banking and Securities have approved the respective applications with respect to the transaction. A special meeting of Prudential shareholders to vote on the merger is scheduled to be held virtually on June 15, 2022. As on June 15, 2022, Prudential Bancorp shareholders approved the merger. The deal is expected to close in the third quarter of 2022. As of June 15, 2022, the transaction is expected to close in the fourth quarter of 2022.

Paul G. Mattaini and Kimberly J. Decker of Barley Snyder LLC acted as legal advisor and Stephens Inc. acted as financial advisor to Fulton. Keefe, Bruyette, & Woods, Inc. acted as financial advisor and fairness opinion provider and Philip R. Bevan and Hugh T. Wilkinson of Silver, Freedman, Taff & Tiernan LLP, and Obermayer Rebmann Maxwell & Hippel LLP acted as legal advisors to Prudential. Joseph Moeller and Graham Hixon of KBW LLC served as financial advisor to Fulton Financial Corporation. Computershare Trust Company, National Association acted as transfer agent to Prudential Bancorp, Inc. Alliance Advisors, LLC acted as the information agent to Prudential and will receive a fee of $6,000 for its services.