BALA CYNWYD, Pa., Dec. 02, 2025 (GLOBE NEWSWIRE) -- Brodsky & Smith reminds investors of the following investigations. If you own shares and wish to discuss the investigation, contact Jason Brodsky (jbrodsky@brodskysmith.com) or Marc Ackerman (mackerman@brodskysmith.com) at 855-576-4847. There is no cost or financial obligation to you. Repare Therapeutics Inc. (Nasdaq – RPTX) Under the terms of the Merger Agreement, Repare will be acquired by XenoTherapeutics, Inc. and Xeno Acquisition Corp. (jointly, “Xeno ...

Core Points - Class Action Attorney Juan Monteverde's firm, Monteverde & Associates PC, is investigating Blue Foundry Bancorp's sale to Fulton Financial Corporation, where Blue Foundry shareholders are expected to receive 0.65 shares of Fulton Financial common stock for each Blue Foundry share [1] Group 1 - Monteverde & Associates PC has recovered millions for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report [1] - The firm is headquartered in the Empire State Building, New York City, and has a successful track record in trial and appellate courts, including the U.S. Supreme Court [2] - The firm offers free consultations for shareholders concerned about the proposed transaction [3]

Core Insights - Fulton Financial Corp. (FULT) has agreed to acquire Blue Foundry Bancorp (BLFY) in an all-stock transaction valued at approximately $243 million [1][7]. Transaction Details - Fulton will exchange 0.6500 shares for each share of Blue Foundry, with the merger agreement approved by the boards of both companies [2]. - The deal is expected to close in the second quarter of 2026, pending regulatory approvals and Blue Foundry's shareholder consent [3]. - Upon completion, Blue Foundry Bank will merge into Fulton Bank, N.A., and Fulton will contribute $1.5 million to the Fulton Forward Foundation for community grants in New Jersey [3]. Strategic Rationale - The acquisition accelerates Fulton's expansion in the northern New Jersey market and is projected to increase first full-year earnings by over 5% [4]. - The deal is expected to enhance tangible book value per share immediately while maintaining regulatory capital ratios at closing [4]. - Fulton aims to leverage its banking services to provide greater convenience and innovative solutions to a larger customer base, aligning with its strategy for organic growth across various business segments [5]. Market Performance - Fulton's shares have declined by 18.2% over the past year, compared to an 8.7% decline in the industry [6].

Merger Investigations - Axalta Coating Systems Ltd. is set to be acquired by Akzo Nobel N.V., with shareholders receiving 0.6539 shares of AkzoNobel for each share of Axalta owned. The investigation focuses on whether the Axalta Board breached its fiduciary duties by not conducting a fair process and whether the deal provides fair value to shareholders [2] - Green Dot Corporation will be acquired by Smith Ventures and CommerceOne Financial Corporation for $8.11 in cash and 0.2215 shares of the new bank holding company. The investigation examines if the Green Dot Board failed in its fiduciary duties regarding the fairness of the deal [4] - Blue Foundry Bancorp is being acquired by Fulton Financial Corporation, with each share of Blue Foundry exchanged for 0.6500 shares of Fulton. The transaction is valued at approximately $243 million, or $11.67 per share, and the investigation looks into the Blue Foundry Board's fiduciary duties and the fairness of the deal [6] - Golden Entertainment, Inc. will be acquired in a sale-leaseback transaction, with stockholders receiving a total of $30.00, including a fixed exchange ratio of 0.902 shares of VICI common stock and a cash distribution of $2.75. The investigation concerns whether the Golden Entertainment Board breached its fiduciary duties in the deal process [8]

Core Points - The Ademi Firm is investigating Blue Foundry for potential breaches of fiduciary duty related to its transaction with Fulton Financial [1] - Blue Foundry shareholders will receive 0.6500 shares of Fulton common stock for each share, valuing Blue Foundry at $11.67 per share based on Fulton's share price of $17.96 [2] - The transaction agreement imposes significant penalties for accepting competing bids, raising concerns about the Blue Foundry board's fiduciary duties [3] Company Specifics - The transaction values Blue Foundry at approximately $11.67 per share, indicating a significant valuation based on the exchange ratio with Fulton Financial [2] - Blue Foundry insiders are set to receive substantial benefits as part of the change of control arrangements, which may raise questions about the fairness of the deal for public shareholders [2] Legal and Regulatory Concerns - The investigation focuses on whether the Blue Foundry board is fulfilling its fiduciary duties to all shareholders, particularly in light of the penalties imposed on competing bids [3] - The Ademi Firm specializes in shareholder litigation involving mergers and buyouts, indicating a broader context of scrutiny in similar transactions [4]

Core Viewpoint - Halper Sadeh LLC is investigating the fairness of the sale of Blue Foundry Bancorp (NASDAQ: BLFY) to Fulton Financial Corporation, specifically whether the exchange of 0.65 shares of Fulton Financial for each share of Blue Foundry is equitable for shareholders [1][3]. Investigation Details - The investigation focuses on potential violations of federal securities laws and breaches of fiduciary duties by Blue Foundry's board, including failure to secure the best possible consideration for shareholders, assessing whether Fulton Financial is underpaying, and not disclosing all material information necessary for shareholders to evaluate the merger [3][4]. - Halper Sadeh LLC may seek increased consideration for shareholders, additional disclosures, and other forms of relief related to the proposed transaction [4]. Legal Rights and Options - Blue Foundry shareholders are encouraged to contact Halper Sadeh LLC to discuss their legal rights and options regarding the merger [2][4].

Core Viewpoint - Fulton Financial Corporation is acquiring Blue Foundry Bancorp in an all-stock transaction valued at approximately $243 million, enhancing Fulton's presence in the northern New Jersey market and expected to be accretive to earnings and tangible book value [2][3][4]. Group 1: Transaction Details - The merger agreement stipulates that each share of Blue Foundry common stock will be exchanged for 0.6500 shares of Fulton common stock, valuing Blue Foundry at $11.67 per share based on Fulton's share price of $17.96 as of November 21, 2025 [2]. - The transaction is anticipated to close in the second quarter of 2026, pending regulatory approvals and stockholder approval from Blue Foundry [4]. Group 2: Strategic Implications - This acquisition is part of Fulton's strategy to accelerate growth in the attractive northern New Jersey market, with expectations of over 5% accretion to first full-year earnings and immediate accretion to tangible book value per share [3]. - The merger aims to combine the strengths of both community-focused banks, enhancing customer service and expanding the range of banking solutions available to a larger customer base [5]. Group 3: Community Commitment - Fulton will contribute $1.5 million to the Fulton Forward Foundation to support nonprofit community organizations in New Jersey as part of the transaction [5]. Group 4: Company Backgrounds - Fulton Financial Corporation is a $32 billion asset financial holding company providing various financial services across multiple states, including Pennsylvania, Maryland, Delaware, New Jersey, and Virginia [7]. - Blue Foundry Bancorp operates Blue Foundry Bank, serving communities in New Jersey with a commitment to innovative banking solutions and a history of over 145 years [9].

Core Viewpoint - Fulton Financial Corporation is set to acquire Blue Foundry Bancorp in an all-stock transaction valued at approximately $243 million, enhancing Fulton's presence in the northern New Jersey market [2][3][4]. Transaction Details - Each share of Blue Foundry common stock will be exchanged for 0.6500 shares of Fulton common stock, translating to a value of $11.67 per share of Blue Foundry based on Fulton's share price of $17.96 as of November 21, 2025 [2]. - The transaction is expected to close in the second quarter of 2026, pending regulatory approvals and stockholder approval from Blue Foundry [4]. Strategic Implications - The merger is anticipated to be accretive to Fulton's first full-year earnings by over 5% and immediately accretive to tangible book value per share [3]. - The acquisition aligns with Fulton's strategy to grow in local markets and is expected to enhance its commercial, consumer, wealth advisory, and mortgage businesses [5]. Community Commitment - Fulton will contribute $1.5 million to the Fulton Forward® Foundation to support nonprofit community organizations in New Jersey as part of the transaction [5]. Company Backgrounds - Fulton Financial Corporation is a $32 billion asset financial holding company providing various financial services across multiple states [7]. - Blue Foundry Bancorp operates Blue Foundry Bank, which has a strong community focus and a history of over 145 years [9].

Financial Performance - The Company recorded a net loss of $1.9 million for Q3 2025, an improvement from a net loss of $4.0 million in Q3 2024, representing a 52.5% reduction in losses [169]. - For the nine months ended September 30, 2025, the Company recorded a net loss of $6.5 million, an improvement from a net loss of $9.2 million in the same period of 2024 [181]. Interest Income and Net Interest Income - Interest income for Q3 2025 was $24.1 million, an increase of $2.6 million or 12.1% from $21.5 million in Q3 2024, driven by higher rates on interest-earning assets [170]. - Net interest income increased by $3.1 million to $12.2 million in Q3 2025, with a net interest rate spread of 1.95%, up 66 basis points from the previous year [172]. - Interest income for the nine months ended September 30, 2025, totaled $70.3 million, a 10.4% increase from $63.7 million in 2024, driven by higher average loan balances [182]. - Net interest income for the nine months ended September 30, 2025, increased by $6.5 million to $34.6 million, with a net interest margin of 2.26%, up 36 basis points from 2024 [184]. Credit Losses and Provisions - The provision for credit losses was $589 thousand in Q3 2025, compared to $248 thousand in Q3 2024, reflecting economic variable forecast deterioration [173]. Assets and Loans - Total assets grew to $2.16 billion at September 30, 2025, up from $2.06 billion at December 31, 2024 [192]. - Gross loans held for investment increased by $131.4 million to $1.71 billion at September 30, 2025, with consumer and commercial real estate loans rising by $114.5 million and $57.4 million, respectively [195]. - The average interest-earning assets increased by $70.8 million to $2.04 billion for the nine months ended September 30, 2025 [182]. Deposits and Equity - Total deposits rose by $150.1 million, or 11.2%, to $1.49 billion at September 30, 2025, driven by increases in NOW and demand accounts and time deposits [197]. - Total shareholders' equity decreased by $17.8 million, or 5.4%, to $314.4 million at September 30, 2025, primarily due to share repurchases [200]. Non-Interest Income and Expenses - Non-interest income decreased to $1.2 million for the nine months ended September 30, 2025, down from $1.4 million in 2024, partly due to a prior gain on sale of REO property [186]. - Non-interest expense increased by $1.3 million to $41.1 million for the nine months ended September 30, 2025, primarily due to a $1.2 million rise in compensation and benefits expense [187]. Securities and Borrowings - Securities available-for-sale decreased by $23.1 million, or 7.8%, to $273.9 million at September 30, 2025 [193]. - Borrowings decreased by $38.5 million, or 11.3%, to $301.0 million at September 30, 2025 [199]. Capital and Liquidity - The Bank's total capital ratio as of September 30, 2025 is 18.52%, significantly exceeding the minimum requirement of 8.00% [216]. - The Bank's common equity tier 1 capital is $286,527 thousand, with a ratio of 17.63% as of September 30, 2025 [216]. - Liquidity sources include deposit inflows, loan payments, and wholesale funding, with available borrowing capacity at $283.8 million [211]. - The available borrowing capacity is 2.2 times the total uninsured and uncollateralized deposits to third-party customers [213]. Interest Rate Sensitivity - As of September 30, 2025, a 100 basis point increase in interest rates would result in a 14.1% decrease in Economic Value of Equity (EVE) to $195,762 thousand [209]. - A 200 basis point increase in interest rates would lead to a 28.2% decrease in EVE, amounting to $163,656 thousand [209]. Commitments and Hedges - The Bank has $7.8 million in commitments to originate loans and $146.1 million in unused lines of credit as of September 30, 2025 [213]. - The Company had $526.0 million in interest rate hedges at September 30, 2025, an increase of $177.0 million from December 31, 2024 [201]. - Management expects to retain a substantial portion of certificate holders for maturing deposits totaling $777.1 million [213]. - The Bank is considered "well capitalized" under regulatory guidelines as of September 30, 2025 [215].

Financial Data and Key Metrics Changes - The company reported a quarterly net loss of $1.9 million, an improvement from a $2 million loss in the prior quarter [2][6] - Pre-provision net loss was $1.3 million, also showing improvement compared to the previous quarter [2] - Net interest income increased by $551,000 to $12.2 million, driven by an 11.8% annualized increase in interest income [6][4] - Tangible book value per share increased to $15.14 [4] - Non-performing loans rose to $11.4 million, or 66 basis points of total loans, up from $6.3 million, or 38 basis points in the prior quarter [9] Business Line Data and Key Metrics Changes - Loan growth totaled $41.9 million, with commercial real estate and consumer loan portfolios driving this increase [3][9] - The commercial loan portfolio grew by $7.2 million, with strong origination activity of $81.3 million [3] - Consumer loan portfolio increased by $38 million, supported by purchases of unsecured consumer loans [3] - Core deposits grew by over 10% year-to-date, while commercial deposits increased by over 17% [3] Market Data and Key Metrics Changes - The net interest margin expanded by six basis points to 2.34%, supported by a nine basis point increase in asset yields [4][6] - The cost of average interest-bearing liabilities declined to 2.72% [6] Company Strategy and Development Direction - The company is focused on growing core deposits, diversifying the loan portfolio, and expanding the net interest margin [2] - A relationship-driven approach has been emphasized to enhance loan growth and deposit acquisition [3][21] - The company plans to de-emphasize CDs in favor of money market products to manage funding costs [12][13] Management's Comments on Operating Environment and Future Outlook - Management expects downward rate movements to benefit funding costs and net interest margin over time [5] - The company anticipates a relatively flat margin in Q4, with a significant pickup expected in 2026 due to repricing activities [17][18] - Credit quality remains sound, with minimal charge-offs and a disciplined approach to risk management [8][9] Other Important Information - The company repurchased over 837,000 shares at a weighted average price of $9.09 per share, with a total of 8.65 million shares repurchased since the program's inception [4] - Liquidity and capital remain strong, with $423 million in borrowing capacity and $178 million in unencumbered securities [4] Q&A Session Summary Question: Margin outlook and response to rate cuts - Management discussed strategies to manage funding costs and expectations for matching Fed rate cuts [12][13] Question: Loan growth outlook and consumer loan portfolio - Management confirmed a target growth range of 7% to 8% for the structured consumer loan portfolio [26] Question: Buyback activity and future expectations - Management indicated that the recent buyback activity may not be a sustainable run rate, but they still have shares available for repurchase [27][28]