Blue Foundry Bancorp (BLFY) Proxy Filing summary

Executive summary

• A definitive agreement was reached for an all-stock merger in which each Blue Foundry share will be exchanged for 0.650 shares of Fulton common stock, with cash paid in lieu of fractional shares.

• The implied value per Blue Foundry share was $11.67 at announcement and $13.12 as of the proxy date, with the total merger consideration estimated at $243 million.

• The merger is expected to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.

• Blue Foundry stockholders will own approximately 6.5% of the combined company, with Fulton shareholders owning the remainder.

• The transaction is subject to regulatory approvals and the affirmative vote of a majority of Blue Foundry’s outstanding shares.

Voting matters and shareholder proposals

• Stockholders are asked to vote on the merger proposal and, if necessary, a proposal to adjourn the meeting to solicit additional proxies.

• The board unanimously recommends voting “FOR” both proposals.

• Certain officers and directors holding about 4% of shares have entered into voting agreements to support the merger.

• No appraisal rights are available to Blue Foundry stockholders.

Board of directors and corporate governance

• The current directors and officers of Fulton will continue in their roles after the merger.

• The governing documents of Fulton will remain in effect post-merger.

• Blue Foundry’s board conducted a thorough review of strategic alternatives and determined the merger was in the best interests of stockholders.