Citizens Financial Group, Inc. (NYSE:CFG) entered into a definitive agreement to acquire Investors Bancorp, Inc. (NasdaqGS:ISBC) for $3.7 billion on July 28, 2021. Under the agreement, Citizens will acquire all of the outstanding shares of Investors Bancorp for a combination of stock and cash. As reported, Investors Bancorp shareholders will receive 0.297 of a share of Citizens common stock and $1.46 in cash for each share of Investors they own. At the effective time, each option to purchase shares of Investors Bancorp common stock outstanding immediately prior to the effective time shall be converted into an option to purchase a number of shares of Citizens Financial common stock and each outstanding Investors restricted stock award shall be converted into a number of restricted shares of Citizens Financial common stock at Company Equity Award Exchange Ratio. The implied total transaction value was approximately $3.5 billion. Following the proposed merger, Investors Bancorp's subsidiary Investors Bank would be merged with and into Citizens Financial Group's subsidiary bank, Citizens Bank. The agreement provides certain termination rights for both Citizens and Investors and further provides that Investors will be required to pay to Citizens a termination fee of $140 million upon termination of the agreement under certain circumstances. Following completion of the transaction, former Investors' shareholders will collectively own approximately 14% of the combined company. Key members of Investors' management team are expected to join Citizens. Upon closing of the transaction, Kevin Cummings, Investors' Chairman and Chief Executive Officer, and Michele N. Siekerka, who are current members of the board of directors of Investors, are expected to join Citizens' board of directors. Domenick Cama, Investors' President and Chief Operating Officer, will join Citizens as the New York City and New Jersey Market President and Co-Head of Integration.

The transaction is subject to approval by the shareholders of Investors, receipt of certain regulatory approvals including the approval of the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency and to the extent required, the HSR Act, the absence of any governmental order or law restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the merger, effectiveness of the registration statement registering the shares of Citizens Common Stock to be issued pursuant to the merger, authorization for listing on the New York Stock Exchange of the shares of Citizens Common Stock to be issued in the merger, the merger will qualify for United States federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code as per opinion of Counsel and other customary closing conditions. The agreement has been unanimously approved by the boards of directors of each company. Investors' board of directors unanimously recommends that Investors' stockholders vote for the proposal to approve the merger agreement. On November 19, 2021, Investors Bancorp's shareholders approved the merger at a special meeting. The Federal Reserve Board approved the merger on March 22, 2022. Investors Bancorp does not anticipate holding an annual meeting of stockholders prior to closing. The transaction received regulatory approval from the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency on March 24, 2022. The transaction is expected to close in first or second quarter 2022. As of September 16, 2021, the transaction is expected to close in the second quarter of 2022. As on November 19, 2021, transaction is expected to close in the first half of 2022. As of January 19, 2022, the acquisition is expected to close in early second quarter 2022. As of March 1, 2022, the transaction close is targeted in the second quarter of 2022. As of March 24, 2022, the acquisition is anticipated to close by mid-April 2022. As of April 4, 2022, the transaction is expected to close on April 6, 2022. The transaction is immediately accretive to EPS, given substantial synergies, expected to add approximately 6.4% to 2023 fully-diluted EPS.

John Esposito of Morgan Stanley & Co. LLC acted as financial advisor to Citizens in connection with the transaction and H. Rodgin Cohen, Mitchell S. Eitel, Heather Coleman, Mehdi Ansari, Rob Schlein, Matt Brennan, Eric Queen and Brad Smith of Sullivan & Cromwell, LLP served as legal advisors. Keefe, Bruyette & Woods, A Stifel Company, served as lead financial advisor; Piper Sandler & Co. and Henry Michaels, Brennin J Kroog and Michael Cunningham of Lazard served as financial advisors, and John J. Gorman, Marc Levy, Jeffrey Cardone and Greg Sobczak of Luse Gorman, PC served as legal advisor to Investors. Piper Sandler & Co also acted as fairness opinion provider to Investors' Board. A team led by Andrew Bab of Debevoise & Plimpton LLP is advising Morgan Stanley & Co. LLC. Computershare Trust Company, National Association acted as transfer agent to Citizens Financial. Piper Sandler will receive a fee for its financial advisory services in an amount equal to $4 million, which fee is contingent upon the closing of the merger. Piper Sandler also received a $3 million fee from Investors upon rendering its opinion. In connection with the engagement of Keefe, Bruyette, & Woods, Inc. as one of its financial advisors, Investors agreed to pay Keefe, Bruyette, & Woods, Inc. a cash fee equal to $22 million, $3 million of which became payable to Keefe, Bruyette, & Woods, Inc. with the rendering of Keefe, Bruyette, & Woods, Inc.'s opinion and the balance of which is contingent upon the closing of the merger. Equiniti Services Company acted as proxy solicitor to Investors for a fee of $8,500 plus out-of-pocket expenses and Innisfree M&A Incorporated also acted as proxy solicitor to Investors for a fee of approximately $25,000 plus certain expenses.

Citizens Financial Group, Inc. (NYSE:CFG) completed the acquisition of Investors Bancorp, Inc. (NasdaqGS:ISBC) on April 6, 2022.