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 today that they have entered into a
definitive agreement and plan of merger pursuant to which Cape, the
holding company and parent of Cape Bank, will merge with and into
OceanFirst, the holding company and parent of OceanFirst Bank. Cape
Bank will also merge with and into OceanFirst Bank. The transaction
is valued at approximately $15.00 per Cape common share or
approximately $208.1 million in the aggregate.
Founded in 1923, Cape Bank is one of Southern
New Jersey’s largest community banks with approximately $1.6
billion in total assets, $1.3 billion in total deposits and $1.1
billion in gross loans. Cape operates 22 full-service banking
centers and five loan offices, including two in the Philadelphia
metropolitan area. The transaction will enrich OceanFirst’s
distribution, scale and core deposit funding base, creating the
largest New Jersey headquartered bank operating in Central and
Southern New Jersey. At closing, the combined institution is
expected to have approximately $4.3 billion in total assets, $3.4
billion in total deposits, $3.2 billion in gross loans and 49
full-service banking locations.
Under the terms of the merger agreement, which
has been unanimously approved by the Board of Directors of both
companies, upon completion of the merger, shareholders of Cape
common stock will be entitled to receive $2.25 in cash and 0.6375
shares of OceanFirst common stock for each share of Cape common
stock held by the Cape shareholders. The transaction is expected to
close in the summer of 2016, subject to approval by the
shareholders of each company, receipt of all required regulatory
approvals and fulfillment of other customary closing
conditions.
The purchase price equates to 141% of Cape’s
September 30, 2015 tangible book value, 4.9% premium to core
deposits, 19.1x Cape’s 2015 core earnings, and 10.2x Cape’s
estimated 2016 earnings (including fully phased-in cost synergies).
Tangible book value per common share is expected to be diluted by
approximately 6.4% at closing with a projected earnback period of
3.5 years using the crossover1 method.
The transaction includes strong earnings per
share accretion of approximately 13% in 2017, the first full year
of combined operations. The combined company is structured to
support enhanced financial return targets of greater than 1.0%
return on average assets and greater than 12.0% return on average
tangible common equity.
OceanFirst expects to incur pre-tax merger and integration costs
of approximately $15.5 million and to achieve cost synergies
totaling approximately 33% of Cape’s non-interest expenses or $12.2
million per year once fully phased-in.
“We are excited to welcome Cape Bank customers,
employees, and 22 additional locations to the OceanFirst family.
This opportunity will provide additional scale that will
enhance our core deposit franchise, including the significant
deposit market share position in key Central and Southern New
Jersey counties,” said Christopher D. Maher, President and Chief
Executive Officer of OceanFirst. Mr. Maher added that, “These
locations represent a complementary market extension of our New
Jersey network, providing a low-cost core deposit funding
base.”
Mr. Maher further commented, “Additionally,
Cape’s investment in expanding commercial lending capabilities has
delivered a loan portfolio that provides greater geographic
diversification. Cape’s commercial lending team will enable
the expansion of our commercial lending strategy into the
demographically attractive Philadelphia metropolitan area. We look
forward to continuing to provide extraordinary customer care to all
of our OceanFirst customers, as well as providing enhanced value to
our shareholders.”
Michael D. Devlin, President and Chief Executive
Officer of Cape, echoed Mr. Maher’s comments stating, “I am very
proud of the organization and customer relationships our team has
cultivated over the years. We are excited to partner with
OceanFirst and to create the largest New Jersey based community
bank operating in Central and Southern New Jersey. Our combined
presence in New Jersey and OceanFirst’s expanded residential,
commercial and wealth management services will benefit our
customers and employees. We look forward to working with OceanFirst
and building additional value for our combined shareholders and
communities.”
Upon completion of the transaction, Michael
Devlin is expected to join the OceanFirst Board of Directors, where
he would provide the OceanFirst Board insight from his extensive
banking and professional experience.
Sandler O’Neill + Partners, L.P. served as
financial advisor to OceanFirst and rendered a fairness opinion to
OceanFirst’s Board of Directors in connection with the transaction.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel to OceanFirst. Raymond James & Associates, Inc. served
as financial advisor to Cape and rendered a fairness opinion to
Cape’s Board of Directors in connection with the transaction. Luse
Gorman, PC is serving as legal counsel to Cape.
Conference Call
OceanFirst will host a conference call to
discuss the transaction on Wednesday, January 6, 2016 at 11:00 a.m.
Eastern Time. The direct dial number for the call is
1-888-338-7143. For those unable to participate in the
conference call, a replay will be available. To access the
replay, dial 1-877-344-7529, Replay Conference Number 10078464 from
one hour after the end of the call until April 6, 2016. The
conference call will also be available via the Internet by
accessing the Company’s web address: www.oceanfirst.com –
Investor Relations. Web users should go to the site at least
fifteen minutes prior to the call to register, download and install
any necessary software. A copy of the slide presentation will
also be available on the website by going to Investor Relations and
clicking on Presentations.
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 27 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 obtain any required
regulatory, shareholder or other approvals; 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, 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”), 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 required regulatory, shareholder or other
approvals are not obtained or other 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 communication is being made in respect of
the proposed transaction involving OceanFirst and Cape. This
material is not a solicitation of any vote or approval of
OceanFirst’s or Cape’s shareholders and is not a substitute for the
joint proxy statement/prospectus or any other documents which
OceanFirst and Cape may send to their respective shareholders in
connection with the proposed merger. This communication shall not
constitute an offer to sell or the solicitation of an offer to buy
any securities.
In connection with the proposed transaction,
OceanFirst intends to file a registration statement on Form S-4
containing a joint proxy statement/prospectus and other documents
regarding the proposed transaction with the SEC. Before making any
voting or investment decision, the respective investors and
shareholders of OceanFirst and Cape are urged to carefully read the
entire joint proxy statement/prospectus when it becomes available
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 merger. Investors and security holders are
also urged to carefully review and consider each of OceanFirst’s
and Cape’s public filings with the SEC, including but not limited
to their Annual Reports on Form 10-K, their proxy statements, their
Current Reports on Form 8-K and their Quarterly Reports on Form
10-Q. When available, copies of the joint proxy
statement/prospectus will be mailed to the respective shareholders
of OceanFirst and Cape. When available, copies of the joint proxy
statement/prospectus also may be obtained free of charge at the
SEC's web site at http://www.sec.gov, or by directing a request to
OceanFirst Financial Corp., 975 Hooper Avenue, Toms River, New
Jersey 08753, Attn: Christopher D. Maher or Cape Bancorp, Inc., 225
North Main Street, Cape May Court House, NJ 08210, Attn: Michael D.
Devlin, President and Chief Executive Officer.
Participants in the Solicitation
OceanFirst, Cape and certain of their respective directors and
executive officers, under the SEC’s rules, may be deemed to be
participants in the solicitation of proxies of OceanFirst’s and
Cape’s shareholders in connection with the proposed transaction.
Information about the directors and executive officers of
OceanFirst and their ownership of OceanFirst common stock is set
forth in the proxy statement for OceanFirst’s 2015 Annual Meeting
of Stockholders, as filed with the SEC on Schedule 14A on March 27,
2015. Information about the directors and executive officers of
Cape and their ownership of Cape’s common stock is set forth in the
proxy statement for Cape’s 2015 Annual Meeting of Shareholders, as
filed with the SEC on Schedule 14A on March 24, 2015. Additional
information regarding the interests of those participants and other
persons who may be deemed participants in the solicitation of
proxies of OceanFirst’s or Cape’s shareholders in connection with
the proposed transaction may be obtained by reading the joint proxy
statement/prospectus regarding the proposed transaction when it
becomes available. Free copies of this document may be obtained as
described in the preceding paragraph.
1 Calculated as the time period which OceanFirst’s pro
forma tangible book value per share equals OceanFirst’s projected
stand-alone tangible book value per share.
Contacts:
For OceanFirst Financial Corp.:
Christopher D. Maher, 732-240-4500
President and Chief Executive Officer
or
For Cape Bancorp, Inc.:
Michael D. Devlin, 609-465-5600
President and Chief Executive Officer
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