ConnectOne Bancorp, Inc. (Nasdaq: CNOB) ("ConnectOne" or
“Company"), parent company of ConnectOne Bank, and Bancorp of New
Jersey, Inc. (NYSEAM: BKJ) (“Bancorp of New Jersey”), parent
company of Bank of New Jersey, are pleased to jointly announce a
definitive agreement under which ConnectOne will acquire Bancorp of
New Jersey. The transaction reflects an in-market acquisition of an
institution similar in several ways including its focus on
commercial clients, location of its offices, and its core
processing provider. The acquisition is intended to accelerate
ConnectOne’s strategic focus on increasing client relationships,
capitalizing on growth opportunities throughout the Company’s New
York and New Jersey target metropolitan market, and maintaining
best-in-class efficiency. Enhanced scale from the transaction is
designed to further leverage ConnectOne’s leading technology
infrastructure to drive efficiencies, and position ConnectOne for
additional future growth.
Key Transaction Highlights:
- Strengthens ConnectOne’s scale and competitive position in the
New York metro market and as one of New Jersey’s largest
independent banks
- Bancorp of New Jersey will add approximately $800 million of
deposits and loans to ConnectOne
- In-market acquisition of a complementary banking model
utilizing the same core systems and with direct geographic overlap
creating economies of scale with significant synergies and
identified cost-savings
- ConnectOne has a high level of familiarity with Bancorp of New
Jersey’s franchise and client base
- ConnectOne will provide expanded technology offerings and a
broader product suite, including C&I, consumer, and SBA lending
capabilities to Bancorp of New Jersey’s clients
- The structure of the transaction enables ConnectOne to
accretively deploy excess capital while preserving strong capital
ratios and future capital flexibility
- The acquisition is projected to create long-term value for
shareholders and increase the scarcity value of ConnectOne’s
franchise
Key Financial Impact Highlights:
- EPS accretive: Approximately 5% accretive to ConnectOne’s
earnings per share (on a fully phased in basis), excluding the
impact of potential revenue enhancement opportunities
- Reasonable tangible book value dilution: Approximately 3%
dilutive to tangible book value per share at closing
- Acceptable tangible book value earnback period: Earnback of
tangible book value dilution projected to be approximately 3.5
years using the cross-over method and excluding any contemplated
revenue enhancements
- Pro forma combined company total assets of $7.0 billion,
deposits of $5.4 billion, and loans of $5.9 billion (as of June 30,
2019)
Under the terms of the agreement, Bancorp of New Jersey
shareholders will have the right to receive, for each share of
Bancorp of New Jersey common stock either 0.78 shares of ConnectOne
common stock or $16.25 in cash. Bancorp of New Jersey shareholders
will have the right to elect all stock consideration, all cash
consideration or a combination thereof, subject to customary
pro-ration procedures which will result in an aggregate stock/cash
consideration mix of 80%/20%. The transaction is presently valued
at approximately $113 million in the aggregate, or approximately
$15.48 per Bancorp of New Jersey share, based upon the closing
common stock price of $19.60 for ConnectOne Bancorp as of August
15, 2019.
The transaction has been unanimously approved by the Board of
Directors of both companies and is expected to be completed in the
first quarter of 2020, subject to approval by shareholders of both
Bancorp of New Jersey and ConnectOne, as well as regulatory
approvals and other customary closing conditions.
“This is a financially savvy, in-market acquisition with strong
economics to enhance our powerful franchise. The accretive
transaction demonstrates our commitment to deliver attractive
long-term returns for our shareholders and strongly supports our
defined growth strategy which includes opportunistic growth through
M&A,” commented Frank Sorrentino, ConnectOne’s Chairman and
Chief Executive Officer. “Bancorp of New Jersey is a natural fit
for ConnectOne given its commercial business focus, overlapping
geographic footprint, shared client base and the considerable
synergies that are expected. We look forward to continuing to
deliver extraordinary client service to all Bancorp of New Jersey
and ConnectOne clients, and enhancing value to our
shareholders.”
“This is an exciting opportunity to join a like-minded,
high-performing commercial bank with considerable franchise value
and growth potential,” said Nancy E. Graves, Bancorp of New
Jersey’s President and Chief Executive Officer. “ConnectOne shares
our relationship-centric business culture, and together we will
provide our clients with growth opportunities by increasing the
breadth of products and services, higher lending limits and leading
edge technology. We are proud of what we have accomplished for our
shareholders, customers and communities and can best leverage what
we have built through partnering with ConnectOne. We are pleased to
continue to work on behalf of our valued customers and communities
with Frank and his team.”
Effective at the closing of the transaction, one current
director of Bancorp of New Jersey’s board will join the Board of
Directors of both ConnectOne Bancorp, Inc. and ConnectOne Bank.
Keefe, Bruyette & Woods, Inc., a Stifel Company, served as
financial advisor to ConnectOne and Squire Patton Boggs (US) LLP
served as its legal counsel. Sandler O’Neill & Partners, L.P.
served as financial advisor to Bancorp of New Jersey and Holland
& Knight LLP served as its legal counsel.
Conference Call, Webcast and Investor
Presentation
ConnectOne will host a conference call and audio webcast at
10:00 a.m. ET on August 16, 2019 to review the proposed
transaction. Chairman and Chief Executive Officer Frank Sorrentino
III and Chief Financial Officer William S. Burns will host the
call. The conference call dial-in number is 1-201-689-8471, access
code 13693816. Please dial in at least five minutes before the
start of the call to register. An audio webcast of the conference
call will be available to the public, on a listen-only basis, via
the "Shareholders" link on the Company's website
https://www.ConnectOneBank.com or at
http://ir.connectonebank.com.
A replay of the conference call will be available beginning at
approximately 1:00 p.m. ET on August 16, 2019 and ending on August
23, 2019 by dialing 1-412-317-6671, access code 13693816. An online
archive of the webcast will be available following the completion
of the conference call at https://www.ConnectOneBank.com or at
http://ir.connectonebank.com.
An investor presentation discussing the proposed transaction
will be available for download by approximately 8:00 a.m. ET on
Friday, August 16, 2019 at the "Shareholders" link on the Company's
website https://www.ConnectOneBank.com or at
http://ir.connectonebank.com.
About ConnectOne Bancorp, Inc.
ConnectOne Bancorp, Inc., through its subsidiary, ConnectOne
Bank offers a full suite of both commercial and consumer banking
and lending products and services through its 29 banking offices
located in New York and New Jersey. ConnectOne Bancorp, Inc. is
traded on the Nasdaq Global Market under the trading symbol "CNOB,"
and information about ConnectOne may be found at
https://www.connectonebank.com.
About Bancorp of New Jersey, Inc.
Founded in 2006, Bancorp of New Jersey, Inc. is the holding
company for Bank of New Jersey, which provides traditional
commercial and consumer banking products and services. The Bank’s
corporate office is in Englewood Cliffs and the Bank currently
operates out of 9 branch offices located in Fort Lee, Hackensack,
Haworth, Englewood Cliffs, Englewood, Cliffside Park, and Woodcliff
Lake. For more information about Bank of New Jersey and its
products and services, please visit http://www.bonj.net.
IMPORTANT INFORMATION ABOUT THE MERGER
In connection with the proposed merger with Bancorp of New
Jersey, ConnectOne will file with the Securities and Exchange
Commission (the “SEC”) a registration statement on Form S-4 to
register the shares of ConnectOne’s common stock to be issued in
connection with the merger. The registration statement will include
a joint proxy statement/prospectus of Bancorp of New Jersey and
ConnectOne which will be sent to the shareholders of Bancorp of New
Jersey and ConnectOne seeking their respective approval of the
proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY
STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON
FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH
THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THESE
DOCUMENTS DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT
CONNECTONE, BANCORP OF NEW JERSEY, AND THE PROPOSED
TRANSACTION.
A free copy of these documents, as well as other filings
containing information about ConnectOne and Bancorp of New Jersey,
may be obtained at the SEC’s Internet site (http://www.sec.gov).
You will also be able to obtain these documents, free of charge,
from ConnectOne at the “Investor Relations” section of ConnectOne’s
web site at www.connectonebank.com or from Bancorp of New Jersey at
the “Investor Relations” section of Bancorp of New Jersey’s website
at www.bonj.net. Copies of the Joint Proxy Statement/Prospectus can
also be obtained, free of charge, when available by directing a
request to ConnectOne Bancorp, Inc., 301 Sylvan Avenue, Englewood
Cliffs, New Jersey 07632, Attention: Laura Criscione, Corporate
Secretary or to Bancorp of New Jersey, Inc., 1365 Palisade Ave,
Fort Lee, New Jersey 07024, Attention: Corporate Secretary.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy securities nor shall there be any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction. This
communication is also not a solicitation of any vote in any
jurisdiction pursuant to the proposed transactions or otherwise. No
offer of securities or solicitation will be made except by means of
a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended. The communication is not a
substitute for the Registration Statement that will be filed with
the SEC or the Joint Proxy Statement/Prospectus.
FORWARD-LOOKING STATEMENTS
All non-historical statements in this press release (including
without limitation statements regarding the pro forma effect of the
proposed transaction, cost savings, anticipated expense totals, the
accretive nature of the proposed transaction, revenue enhancement
opportunities, anticipated capital ratios and capital, positioning,
value creation, growth prospects and timing of the closing)
constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements are typically identified by words such as "believe,"
"expect," "anticipate," "intend," "target," "estimate," "continue,"
"positions," "prospects" or "potential," by future conditional
verbs such as "will," "would," "should," "could" or "may", or by
variations of such words or by similar expressions. Such
forward-looking statements include, but are not limited to,
statements about the benefits of the business combination
transaction involving ConnectOne and Bancorp of New Jersey,
including future financial and operating results, and the combined
company's plans, objectives, expectations and intentions. These
forward-looking statements are subject to numerous assumptions,
risks and uncertainties which change over time. Forward-looking
statements speak only as of the date they are made. Except to the
extent required by applicable law or regulation, ConnectOne and
Bancorp of New Jersey assume no duty to update forward-looking
statements.
In addition to factors previously disclosed in ConnectOne’s and
Bancorp of New Jersey’s reports filed with the SEC, the following
factors, among others, could cause actual results to differ
materially from forward-looking statements: ability to obtain
regulatory approvals and meet other closing conditions to the
acquisition, including approval by shareholders of Bancorp of New
Jersey and ConnectOne, on the expected terms and schedule; delay in
closing the acquisition; difficulties and delays in integrating
Bancorp of New Jersey’s business or fully realizing cost savings
and other benefits; business disruption following the proposed
transaction; changes in asset quality and credit risk; the
inability to sustain revenue and earnings growth; changes in
interest rates and capital markets; inflation; customer borrowing,
repayment, investment and deposit practices; customer
disintermediation; the introduction, withdrawal, success and timing
of business initiatives; competitive conditions; the inability to
realize cost savings or revenues or to implement integration plans
and other consequences associated with mergers, acquisitions and
divestitures; economic conditions; changes in ConnectOne’s stock
price before closing, including as a result of the financial
performance of Bancorp of New Jersey prior to closing; the reaction
to the transaction of the companies' clients, employees and
counterparties; and the impact, extent and timing of technological
changes, capital management activities, and other actions of the
Federal Reserve Board and legislative and regulatory actions and
reforms. Further information regarding ConnectOne, Bancorp of New
Jersey and factors which could affect the forward-looking
statements contained herein can be found in ConnectOne’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2018 and
its other filings with the SEC, and in Bancorp of New Jersey’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2018 and its other filings with the SEC.
Annualized, pro forma, projected and estimated numbers are used
for illustrative purpose only, are not forecasts and may not
reflect actual results.
PROXY SOLICITATION
ConnectOne, Bancorp of New Jersey and certain of their
respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders
of Bancorp of New Jersey and ConnectOne in connection with the
proposed transaction under the rules of the SEC. Certain
information regarding the interests of these participants and a
description of their direct and indirect interests, by security
holdings or otherwise, will be included in the joint proxy
statement/prospectus regarding the proposed transaction when it
becomes available. Additional information about ConnectOne, and its
directors and executive officers, may be found in the definitive
proxy statement of ConnectOne relating to its 2019 Annual Meeting
of Shareholders filed with the SEC on April 22, 2019, and other
documents filed by ConnectOne with the SEC. Additional information
about Bancorp of New Jersey, and its directors and executive
officers, may be found in the definitive proxy statement of Bancorp
of New Jersey relating to its 2019 Annual Meeting of Shareholders
filed with the SEC on April 22, 2019, and other documents filed by
Bancorp of New Jersey with the SEC. These documents can be obtained
free of charge from the sources described above.
ConnectOne Investor Contact:William S. Burns
Executive VP & CFO 201.816.4474; bburns@cnob.com
Bancorp of New Jersey Investor Contact:Nancy E.
Graves President & CEO 201.720.3200; ngraves@bonj.net
ConnectOne Media Contact: Thomas Walter, MWWPR
202.600.4532; twalter@mww.com
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