OceanFirst Financial Corp. (“OceanFirst”) (NASDAQ:OCFC),
headquartered in Toms River, New Jersey, and Cape Bancorp, Inc.
(“Cape”) (NASDAQ:CBNJ), headquartered in Cape May Court House, New
Jersey, jointly announced that the companies have received the
requisite stockholder approvals for the merger of the two companies
that was announced on January 5, 2016. As previously
announced, the required regulatory approvals for the proposed
transaction have been obtained. OceanFirst and Cape expect
the transaction to close on May 2, 2016.
Upon completion of the transaction, it is
estimated that OceanFirst and Cape will have combined assets of
$4.2 billion, loans of $3.2 billion, and deposits of $3.2
billion. The combined company is expected to have 50 branches
throughout Ocean, Monmouth, Middlesex, Atlantic, Cape May,
Cumberland and Gloucester counties, New Jersey.
OceanFirst President and Chief Executive Offer,
Christopher D. Maher, said, “We are pleased to announce all of the
necessary approvals to complete the merger with Cape have been
received, including the overwhelming support of the stockholders of
both companies. We look forward to welcoming the Cape
stockholders, customers and employees into the OceanFirst family on
May 2nd and appreciate the opportunity to serve our neighbors in
communities throughout central and southern New Jersey.”
Cape President and Chief Executive Officer,
Michael D. Devlin, added, “I am excited that we will be merging the
Cape organization with OceanFirst to create the largest New Jersey
based community bank operating in the central and southern area of
our state. Our combined presence will allow us to provide
added value to our customers, the communities we serve, and our
stockholders for many years to come.”
About OceanFirst Financial
Corp.
OceanFirst Financial Corp.’s subsidiary,
OceanFirst Bank, founded in 1902, is a community bank with $2.6
billion in assets and 28 branches located in Ocean, Monmouth and
Middlesex Counties, New Jersey. OceanFirst Bank delivers commercial
and residential financing solutions, wealth management, and deposit
services throughout the central New Jersey region and is the
largest and oldest community-based financial institution
headquartered in Ocean County, New Jersey.
About Cape Bancorp, Inc.
Cape Bancorp, Inc. is the holding company for
Cape Bank, a full service institution providing a complete line of
high quality banking services to small and mid-sized businesses,
professionals and individuals located in its primary market area of
Atlantic, Cape May, Cumberland and Gloucester Counties, New Jersey.
Cape Bank offers a full menu of deposit and lending options
designed to fit any need. The goal of Cape Bank is to develop
strong customer relationships providing these services through its
22 branches. Cape Bancorp, Inc. is headquartered in Cape May Court
House, New Jersey.
Forward-Looking Statements
This joint press release contains
forward-looking statements. These forward-looking statements may
include: management plans relating to the transaction; the expected
timing of the completion of the transaction; the ability to
complete the transaction; the ability to satisfy customary closing
conditions; any statements of the plans and objectives of
management for future operations, products or services, including
the execution of integration plans; any statements of expectation
or belief; projections related to certain financial metrics; and
any statements of assumptions underlying any of the foregoing.
Forward-looking statements are typically identified by words such
as “believe,” “expect,” “anticipate,” “intend,” “outlook,”
“estimate,” “forecast,” “project” and other similar words and
expressions. Forward-looking statements are subject to numerous
assumptions, risks and uncertainties, which change over time and
are beyond our control. Forward-looking statements speak only as of
the date they are made. Neither OceanFirst nor Cape assumes any
duty and does not undertake to update forward-looking statements.
Because forward-looking statements are subject to assumptions and
uncertainties, actual results or future events could differ,
possibly materially, from those that OceanFirst or Cape anticipated
in its forward-looking statements and future results could differ
materially from historical performance. Factors that could cause or
contribute to such differences include, but are not limited to,
those included under Item 1A “Risk Factors” in OceanFirst’s Annual
Report on Form 10-K, those included under Item 1A “Risk Factors” in
Cape’s Annual Report on Form 10-K, those disclosed in OceanFirst’s
and Cape’s respective other periodic reports filed with the
Securities and Exchange Commission (the “SEC”), those included in
the joint proxy statement/prospectus that OceanFirst and Cape have
mailed to their respective stockholders, as well as the
possibility: that expected benefits may not materialize in the
timeframe expected or at all, or may be more costly to achieve;
that the transaction may not be timely completed, if at all; that
prior to the completion of the transaction or thereafter,
OceanFirst’s and Cape’s respective businesses may not perform as
expected due to transaction-related uncertainty or other factors;
that the parties are unable to successfully implement integration
strategies; that customary closing conditions are not satisfied in
a timely manner or at all; reputational risks and the reaction of
the companies’ customers, employees and other constituents to the
transaction; and diversion of management time on merger-related
matters. For any forward-looking statements made in this press
release or in any documents, OceanFirst and Cape claim the
protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of
1995.
Annualized, pro forma, projected and estimated
numbers are used for illustrative purpose only, are not forecasts
and may not reflect actual results.
Additional Information about the
Transaction
This joint press release is being made in
respect of the proposed transaction involving OceanFirst and
Cape. This communication shall not constitute an offer to
sell or the solicitation of any offer to buy any securities.
In connection with the proposed transaction, OceanFirst has filed
with the SEC and the SEC has declared effective, a definitive
Registration Statement (File No. 333-209590) on Form S-4 containing
a joint proxy statement/prospectus and other documents regarding
the proposed transaction. Before making any
investment decision, the respective investors and stockholders of
OceanFirst and Cape are urged to carefully read the entire joint
proxy statement/prospectus that OceanFirst and Cape have mailed to
their respective stockholders and any other relevant documents
filed by either company with the SEC, as well as any amendments or
supplements to those documents, because they will contain important
information about OceanFirst, Cape and the proposed
transaction. Copies of the joint proxy
statement/prospectus may be obtained free of charge at the SEC’s
website at http://www.sec.gov, or by directing a request to
OceanFirst Financial Corp., 975 Hooper Avenue, Toms River, New
Jersey 08753, Attn: Jill Apito Hewitt, Senior Vice President and
Investor Relations Officer or Cape Bancorp, Inc., 225 North Main
Street, Cape May Court House, New Jersey 08210, Attn: Michael D.
Devlin, President and Chief Executive Officer.
Contacts:
For OceanFirst Financial Corp.:
Jill A. Hewitt, 732-240-4500
Senior Vice President and Investor Relations Officer
or
For Cape Bancorp, Inc.:
Michael D. Devlin, 609-465-5600
President and Chief Executive Officer
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