First Commerce Bank Announces Plan to Reorganize into a Holding Company Structure

LAKEWOOD, NJ / ACCESSWIRE / November 17, 2022 / First Commerce Bank ("Bank") (OTC PINK:CMRB) today announced that its Board of Directors has unanimously approved a plan to reorganize into a bank holding company structure, subject to approval by the stockholders of the Bank and the approval or nonobjection of the appropriate federal and state regulatory authorities.

The plan contemplates that each issued and outstanding share of common stock of the Bank will be exchanged for one share of common stock of First Commerce Bancorp, Inc., a newly formed New Jersey corporation ("Holding Company"). If approved, the Bank will become a wholly owned subsidiary of the Holding Company, and the stockholders of the Bank will 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. There will be no change in the directors or executive officers of the Bank following the reorganization, and the directors and executive officers of the Holding Company will be the same as the directors and executive officers of the Bank.

"We decided to reorganize into a holding company structure because we believe it will provide additional financial and operational flexibility and better access to capital. The Bank's Board of Directors believes that the reorganization is in the best interests of the Bank and its stockholders," said Donald Mindiak, President and Chief Executive Officer of the Bank.

If all required approvals are received, the Bank anticipates completing the reorganization in the first quarter or early second quarter of 2023.

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. 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 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: the impact of the COVID-19 pandemic on the Bank, its operations and its customers; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of the Bank's products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; 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.

No Offer or Solicitation

This press release is neither an offer to sell nor a solicitation of an offer to buy any securities. A proxy statement containing information relating to the proposed reorganization will be sent to stockholders of the Bank. The shares of common stock to be issued by the Holding Company in the reorganization will not be deposit accounts and will not be insured by the Federal Deposit Insurance Corporation or any other governmental agency.

CONTACT:

Donald Mindiak
President and Chief Executive Officer
First Commerce Bank
105 River Avenue
Lakewood, NJ 08701-4267
(732) 719-3837
dmindiak@firstcommercebk.com

SOURCE: First Commerce Bank