Kearny Financial Corp. and Central Jersey Bancorp Announce Execution of Merger Agreement
May 25 2010 - 8:33PM
Marketwired
Kearny Financial Corp. (NASDAQ: KRNY) ("Kearny"), the holding
company for Kearny Federal Savings Bank, and Central Jersey Bancorp
(NASDAQ: CJBK) ("Central Jersey"), the holding company for Central
Jersey Bank, N. A., jointly announced the execution of a definitive
merger agreement which provides for the acquisition of Central
Jersey by Kearny in an all cash transaction valued at $7.50 per
share and an aggregate deal value of approximately $72.3 million.
The definitive merger agreement is subject to approval by Central
Jersey's shareholders and applicable banking regulatory
authorities. It is anticipated that the merger will close in the
fourth calendar quarter of 2010. Kearny's management projects that
the transaction will be $0.05 per share accretive to annual GAAP
earnings per share in the first full year of combined operations.
The dilution to tangible book value per share at close is projected
to be approximately 8%.
The transaction will add 13 retail branches in Monmouth and
Ocean Counties to Kearny's existing 27 branch network, and will
rank Kearny with a 10th place deposit market share in Monmouth
County. The Central Jersey offices will be operated under the name
"Central Jersey Bank, a Division of Kearny Federal Savings Bank."
Kearny will establish a Central Jersey Bank Advisory Board.
In announcing the transaction, Kearny Chief Executive Officer,
John N. Hopkins, stated, "We are extremely excited about partnering
with Central Jersey. The combination will accomplish several
strategic goals by: enhancing our community banking expertise,
expanding our franchise in two highly attractive counties,
increasing earnings and deploying our capital."
Central Jersey Chairman, President and Chief Executive Officer,
James S. Vaccaro, stated, "We are pleased and proud to be joining
an organization that shares our customer service philosophy and
commitment to the community. This transaction represents excellent
value for our shareholders."
FinPro, Inc. acted as financial advisor to Kearny and Sandler
O'Neill & Partners, LP acted as financial advisor to Central
Jersey. Malizia Spidi & Fisch, PC acted as legal counsel to
Kearny, and Giordano Halleran & Ciesla, PC acted as legal
counsel to Central Jersey.
About Kearny
Kearny Financial Corp. is the parent company of Kearny Federal
Savings Bank, a federally chartered savings bank. Kearny operates
from its administrative headquarters in Fairfield, New Jersey, and
27 retail branch offices located in Bergen, Hudson, Passaic,
Morris, Middlesex, Essex, Union and Ocean Counties, New Jersey. At
March 31, 2010, Kearny Financial Corp. had total assets, deposits
and stockholders' equity of $2.25 billion, $1.54 billion and $482.0
million, respectively. Shares of Kearny Financial Corp. trade on
the Nasdaq Global Select Market under the symbol "KRNY."
About Central Jersey
Central Jersey Bancorp is the holding company and sole
shareholder of Central Jersey Bank, N.A. Central Jersey Bank, N.A.
and provides a full range of banking services to both individual
and business customers through 13 branch facilities located in
Monmouth and Ocean Counties, New Jersey. Central Jersey Bancorp is
traded on the NASDAQ Global Market under the trading symbol "CJBK."
Central Jersey Bank, N.A. can be accessed through the internet at
www.CJBNA.com.
Forward Looking Statements
The foregoing material contains forward-looking statements
concerning Central Jersey and Kearny. We caution that such
statements are subject to a number of uncertainties and readers
should not place undue reliance on any forward-looking statements.
Central Jersey and Kearny do not undertake, and specifically
disclaim, any obligation to publicly release the results of any
revisions that may be made to any forward-looking statements to
reflect the occurrence of anticipated or unanticipated events or
circumstances after the date of such statements.
In connection with the merger, Central Jersey will file a proxy
statement with the Securities and Exchange Commission (SEC) to be
distributed to the shareholders of Central Jersey. Shareholders are
urged to read the proxy statement regarding the proposed
transaction when it becomes available and any other relevant
documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important
information. Shareholders will be able to obtain a free copy of the
proxy statement, as well as other filings containing information
about Central Jersey and Kearny free of charge from the SEC's
website (www.sec.gov) or by contacting Central Jersey, Attention:
James S. Vaccaro, Chairman, President and CEO, telephone (732)
663-4040.
Central Jersey and its directors, executive officers, and
certain other members of management and employees may be soliciting
proxies from Central Jersey's shareholders in favor of the
transaction. Information regarding the persons who may, under the
rules of the SEC, be considered participants in the solicitation of
Central Jersey shareholders in connection with the proposed
transaction will be set forth in the proxy statement when it is
filed with the SEC. You can find information about Central Jersey's
executive officers and directors in its most recent proxy statement
filed with the SEC, which is available at the SEC's website
(www.sec.gov). You can also obtain free copies of these documents
from Central Jersey using the contact information above.
For further information contact: Craig Montanaro President and
Chief Operating Officer Kearny Financial Corp. (973) 244-4510 James
S. Vaccaro Chairman, President and CEO Central Jersey Bancorp (732)
663-4040
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