First Commerce Bank Announces Completion of Holding Company Reorganization
June 01, 2023
Lakewood, N.J., June 1, 2023 – First Commerce Bank (“Bank”) and First Commerce Bancorp,
Inc. (the “Holding Company”) (OTC: CMRB) today announced that they have completed the
Bank’s reorganization into a bank holding company structure, effective the close of business on
May 31, 2023.
As a result of the completion of the reorganization, the Bank is now the wholly owned subsidiary
of the Holding Company. Each issued and outstanding share of common stock of the Bank will
be exchanged for one share of common stock of the Holding Company. Shareholders of the Bank
own the same percentage of common stock of the Holding Company as they owned in the common
stock of the Bank immediately before the reorganization. The common stock of the Holding
Company now trades under the Bank’s former ticker symbol, “CMRB”.
Shares of Bank common stock held in a brokerage account or solely in electronic “book entry”
form through the Bank’s transfer agent, Computershare, will automatically be converted to shares
of common stock of the Holding Company with no further action required by the shareholder.
However, any shareholder who holds some or all of their shares in certificate form will receive, by
regular mail, a letter of transmittal that can be used to submit certificates to be exchanged for shares
of Holding Company common stock. It is currently anticipated that the mailing of these materials
will commence Monday, June 5 or Tuesday, June 6. Shareholders will exchange their Bank
common stock certificates for electronic “book entry” account statements through the Bank’s
transfer agent, also called “Direct Registration Statements,” evidencing shares of the common
stock of the Holding Company.
About First Commerce Bank
Established in 2006 and headquartered in Lakewood, New Jersey, the Bank has offices in
Allentown, Bordentown, Closter, Englewood, Fairfield, Freehold, Lakewood, Montvale,
Robbinsville and Teaneck, New Jersey, with a new office in Jackson anticipated to open soon. The
Bank provides businesses and individuals with a wide range of loans, deposit products and retail
and commercial banking services. For more information, please go to www.firstcommercebk.com.
Forward-Looking Statements
This release contains forward-looking statements regarding the Bank’s prospective performance
and strategies within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking
statements to be covered by the safe harbor provisions for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995 and are including this statement for
purposes of said safe harbor provisions. Forward-looking statements, which are based on certain
assumptions and describe future plans, strategies, and expectations of the Holding Company and
the Bank, generally can be identified by use of the words “anticipate,” “believe,” “estimate,”
“expect,” “intend,” “plan,” “project,” “seek,” “strive,” “try,” or future or conditional verbs such
as “could,” “may,” “should,” “will,” “would,” or similar expressions. Our ability to predict results
or the actual effects of our plans or strategies is inherently uncertain. Accordingly, actual results
may differ materially from anticipated results.
In addition to the factors disclosed in our previous releases and communications and those
identified elsewhere, the following factors, among others, could cause actual results to differ
materially from forward-looking statements or historical performance: changes in asset quality and
credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and
capital markets; inflation; our ability to maintain sufficient levels of liquidity; customer acceptance
of the Bank’s products and services; customer borrowing, repayment, investment and deposit
practices; customer disintermediation; market and customer responses to recent bank failures; the
introduction, withdrawal, success and timing of business initiatives; competitive conditions; the
inability to realize cost savings or revenues or to implement integration plans and other
consequences associated with certain corporate initiatives; economic conditions; and the impact,
extent and timing of technological changes, capital management activities, and actions of
governmental agencies and legislative and regulatory actions and reforms.
CONTACT:
Donald Mindiak
President and Chief Executive Officer
First Commerce Bank
105 River Avenue
Lakewood, NJ 08701-4267
(732) 719-3837
[email protected]
