Transaction Overview

Princeton Bancorp, Inc. (NASDAQ – BPRN), the parent company of The Bank of Princeton, Princeton, New Jersey, and Cornerstone Financial Corporation (OTC “CFIC”) (“Cornerstone”), the parent company of Cornerstone Bank, Mount Laurel, New Jersey, jointly announced today that they have entered into a definitive agreement and plan of merger pursuant to which Princeton Bancorp will acquire Cornerstone in a transaction valued at approximately $17.9 million. Under the terms of the merger agreement, which has been approved by the boards of directors of both companies, Cornerstone will merge with, into and under the charter of Princeton Bancorp. In the merger, each share of Cornerstone common stock outstanding will be exchanged for 0.24 shares of Princeton Bancorp, subject to adjustment, having a value of $8.16 per share based on the $34.00 closing price of Princeton Bancorp common stock on January 17, 2024. Each share of Cornerstone’s preferred stock outstanding will be exchanged for its stated value of $1,000 per share. The transaction is subject to receipt of all required banking regulatory approvals, Cornerstone stockholder approval and certain financial and other contingencies. The transaction is expected to close in the second or third quarter of 2024.

Gene D’Orazio, the President and CEO of Cornerstone Bank, stated, “We are excited to join The Bank of Princeton, a strong, well-managed organization that shares a common philosophy focused on supporting customers, employees, and communities. As part of a larger organization, we believe our customers will benefit from expanded financial products and resources, as well as greater access to additional full-service bank locations throughout the Philadelphia and South Jersey market. We also believe that our employees will have greater opportunities for growth and advancement as part of a larger community bank with such an outstanding reputation. Finally, we believe our shareholders will also benefit as part of a dividend paying larger bank with greater liquidity and strong earnings power.”

About Cornerstone Financial Corporation

Cornerstone Financial Corporation is a New Jersey based bank holding company headquartered in Mount Laurel, New Jersey and is the holding company for Cornerstone Bank, a New Jersey state chartered commercial bank. Cornerstone had approximately $321 million in assets, $276 million in loans, $290 million of deposits, and $23.8 million in consolidated common stockholders’ equity as of September 30, 2023. Cornerstone Bank commenced operations in October of 1999 and conducts business from its main office in Moorestown and from five additional branch offices located in Medford, Burlington City, Cherry Hill, Voorhees, and Woodbury, New Jersey.