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Published on 11/10/2008 in the Prospect News Special Situations Daily.

Pennsylvania Commerce, Republic First Bancorp to combine in all-stock deal

By Lisa Kerner

Charlotte, N.C., Nov. 10 - Pennsylvania Commerce Bancorp Inc. and Republic First Bancorp Inc. agreed to merge in a tax-free all-stock transaction to form Metro Bancorp Inc., it was announced on Monday.

The combined company will continue to trade on Nasdaq and will have total assets of more than $3 billion.

Both companies' boards of directors approved the agreement that gives Republic First shareholders a fraction of a share of Pennsylvania Commerce common stock worth $10 for each share of Republic First stock owned.

Pennsylvania Commerce said the actual exchange ratio will be based on the average closing price of Pennsylvania Commerce common stock for 20 consecutive trading days preceding the effective date of the merger.

As of Monday, Republic First shareholders will receive 0.36 shares of Pennsylvania Commerce common stock with a ceiling of 0.38 shares and floor of 0.34 shares for each share of Republic First stock, a company news release said.

"The venture is the basis for building on Republic First's Philadelphia presence and Pennsylvania Commerce's success and infrastructure," Republic First founder, chairman and chief executive officer Harry D. Madonna said in the release.

Madonna will become vice-chairman of Metro Bancorp.

Pennsylvania Commerce co-founder, chairman, president and CEO Gary L. Nalbandian will become chairman, president and CEO of Metro Bancorp.

With headquarters in Harrisburg and Philadelphia, Metro Bancorp will have a network of 45 locations in central Pennsylvania, metro Philadelphia and southern New Jersey.

Commerce Bank's Harrisburg locations will continue to operate as Commerce Bank for a limited time.

Republic First locations will re-brand as Metro Bank early in 2009.

Pennsylvania Commerce is the holding company of Commerce Bank/Harrisburg.

Philadelphia-based Republic First is the holding company of Republic First Bank.

Acquirer:Pennsylvania Commerce Bancorp Inc.
Target:Republic First Bancorp Inc.
Announcement date:Nov. 10
Price per share:0.34 to 0.38 Pennsylvania Commerce shares
Expected closing:Upon approvals
Stock price for acquirer:Nasdaq: COBH: $28.86 on Nov. 7
Stock price for target:Nasdaq: FRBK: $8.75 on Nov. 7

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