First Bank (NasdaqGM:FRBA) executed the letter of intent to acquire Malvern Bancorp, Inc. (NasdaqGM:MLVF) from EJF Capital LLC and others on June 30, 2021. 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. As of July 6, 2023, First Bank and Malvern Bancorp announced receipt of regulatory approvals from the Federal Deposit Insurance Corporation, the New Jersey Department of Banking and Insurance and the Pennsylvania Department of Banking and Securities, as well as non-objection from the Board of Governors of the Federal Reserve System, to complete the transaction. Transaction is expected to be completed in the second quarter of 2023. As of July 6, 2023, the transaction is anticipated to close by mid-July 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.

First Bank (NasdaqGM:FRBA) acquired Malvern Bancorp, Inc. (NasdaqGM:MLVF) from EJF Capital LLC and others on July 17, 2023. The combined stock and cash transaction was valued at approximately $129.7 million. Effective upon the closing of the merger, First Bank expanded its Board of Directors by three seats and appointed three Malvern directors, Andrew Fish, Howard Kent and Cynthia Felzer Leitzell, to the First Bank Board. The consolidated assets of the combined company equal approximately $3.8 billion.