Item 1.01 Entry into a Material Definitive Agreement

Merger Agreement

On December 13, 2022, Malvern Bancorp, Inc., a Pennsylvania corporation ("Malvern"), Malvern Bank, National Association, a national bank and the wholly-owned subsidiary of Malvern ("Malvern Bank"), and First Bank ("First Bank") entered into an Agreement and Plan of Merger (the "Agreement"), pursuant to which, subject to the terms and conditions of the Agreement, Malvern will merge with and into First Bank immediately followed by the merger of Malvern Bank with and into First Bank, with First Bank continuing as the surviving corporation in each case (collectively, the "Merger"). The Agreement was unanimously approved by the board of directors of each of First Bank, Malvern and Malvern Bank.

Merger Consideration

At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.01 per share, of Malvern ("Malvern Common Stock"), will be converted into the right to receive $7.80 in cash and 0.7733 shares of common stock, par value $5.00 per share, of First Bank ("First Bank Common Stock"). Holders of Malvern Common Stock will receive cash in lieu of fractional shares.

As further described in the Agreement, if Malvern's adjusted shareholders' equity as of the tenth day prior to the closing date of the Merger does not equal or exceed $140,000,000, the cash component of the Merger consideration described above will be reduced, on a dollar for dollar basis, in an amount equal to the difference between Malvern's adjusted shareholders' equity and $140,000,000. If Malvern's adjusted shareholders' equity is $125,000,000 or less, First Bank will not be obligated to consummate the Merger.

At the Effective Time, each outstanding Malvern restricted stock award will no longer be subject to any vesting restrictions and will be converted into the right to receive the Merger consideration described above.

Additionally, at the Effective Time, each outstanding and unexercised option granted by Malvern to purchase shares of Malvern Common Stock, whether vested or unvested, will be converted into the right to receive a cash payment equal to (1) the product of (a) the number of shares of Malvern Common Stock underlying such stock option multiplied by (b) the excess, if any, of (i) the 0.7733 exchange ratio multiplied by the average closing price of First Bank common stock for the 20 trading days preceding the 10th day prior to the closing date of the Merger, plus $7.80 in cash over (ii) the per share exercise price of such option, minus (2) all applicable withholding taxes.

Certain Governance Matters

The Agreement provides that, contingent upon the consummation of the Merger, the Board of Directors of First Bank will take all actions necessary to increase the number of First Bank directors by three and appoint three Malvern directors to the First Bank Board of Directors as of the Effective Time. The new directors will be chosen by First Bank in consultation with Malvern.

Certain Other Terms and Conditions

The Agreement contains customary representations and warranties and covenants by First Bank and Malvern, including, among others, covenants relating to (1) the conduct of each party's business during the period prior to the consummation of the Merger, (2) the preparation and filing of all applications, notices and other documents necessary to obtain the required consents and approvals for the Merger, (3) each party's obligations to call and hold a special meeting of shareholders to vote upon the Agreement and the Merger, as well as, in the case of First Bank, the issuance of shares of First Bank Common Stock in connection with the Merger (the "First Bank Share Issuance") and the increase in First Bank Board of Directors, (4) the recommendation by the parties' respective Boards of Directors that their respective shareholders vote in favor of approval of the Agreement and the Merger, and, in the case of First Bank, in favor of the First Bank Share Issuance and the increase in the First Bank Board of Directors, subject to certain exceptions in the case of Malvern, and (5) Malvern's non-solicitation obligations relating to alternative business combination transactions.



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The Merger is subject to customary closing conditions, including, among others, (1) approval of the Merger by the shareholders of Malvern and First Bank and the approval of the First Bank Share Issuance and the increase in the First Bank Board of Directors by the shareholders of First Bank, (2) receipt of required regulatory approvals, without any condition that would reasonably be expected to have a material adverse effect on First Bank following the Merger, (3) the absence of any law or order prohibiting the consummation of the transactions contemplated by the Agreement (including the Merger), (4) the filing of the offering circular for the First Bank Common Stock to be issued in the Merger, (5) the approval for listing on the Nasdaq Global Select Market of the First Bank Common Stock to be issued in the Merger, and (6) receipt by each party of an opinion from its respective counsel to the effect that the Merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, as well as (7) the assumption of Malvern's obligations under Malvern's 6.125% Fixed-to-Floating Rate Subordinated Notes due 2027 by First Bank.

Each party's obligation to consummate the Merger is also subject to certain additional customary conditions, including (1) subject to certain exceptions, the accuracy of the representations and warranties of the other party and (2) performance in all material respects by the other party of its obligations under the Agreement. Additionally, First Bank will not be obligated to consummate the Merger unless Malvern's adjusted shareholders' equity as of the tenth day prior to the closing dating of the Merger, calculated as set forth in the Agreement, exceeds $125,000,000.

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. Additionally, either First Bank or Malvern may be required to reimburse the other party for Merger-related expenses of up to $350,000 upon termination of the Agreement in certain other circumstances.

The representations, warranties and covenants of each party set forth in the Agreement have been made only for purposes of, and were and are solely for the benefit of the parties to, the Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as . . .

Item 7.01 Regulation FD Disclosure.

On December 14, 2022, First Bank and Malvern released a presentation to investors in connection with the announcement that First Bank and Malvern had entered into the Agreement. The presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 8.01 Other Events.

On December 14, 2022, Malvern and First Bank issued a press release announcing that Malvern, Malvern Bank and First Bank entered into the Agreement. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.


  (d) Exhibits.



  2.1    Agreement and Plan of Merger, dated December 13, 2022, by and among First
       Bank, Malvern Bancorp, Inc. and Malvern Bank, National Association.
  10.1   Form of Voting Agreement, dated December 13, 2022, by and between First
       Bank and certain stockholders of Malvern Bancorp, Inc.
  99.1   Press Release of Malvern and First Bank, dated December 14, 2022.
  99.2   Investor Presentation dated December 14, 2022.
  104  Cover Page Interactive Data File (embedded within the Inline XBRL document)

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