ConnectOne Bancorp, Inc. (Nasdaq: CNOB) ("ConnectOne or “Company"),
parent company of ConnectOne Bank, and The First of Long Island
Corporation (Nasdaq: FLIC) (“First of Long Island”), parent company
of The First National Bank of Long Island, jointly announced today
that they have entered into a definitive agreement pursuant to
which First of Long Island will merge with and into ConnectOne. The
combined company will operate under the ConnectOne brand, and will
have approximately $14 billion in total assets, $11 billion in
total deposits, and $11 billion in total loans.
Under the terms of the agreement, First of Long
Island shareholders will receive 0.5175 shares of ConnectOne common
stock for each share of First of Long Island common stock. The
transaction is presently valued at approximately $284 million in
the aggregate, or approximately $12.40 per First of Long Island
share, based upon the closing common stock price of $23.97 for
ConnectOne Bancorp as of September 4, 2024.
First of Long Island is headquartered in
Melville, NY, and operates 40 branches in the New York Metropolitan
area, with approximately 92% of its deposits located in Nassau or
Suffolk Counties. As of June 30, 2024, First of Long Island had
approximately $4.2 billion of assets, $3.3 billion of loans, and
$3.4 billion of deposits. Based on S&P Capital IQ Pro data as
of June 30, 2023, First of Long Island is ranked #4 in Nassau
County and #5 in Suffolk County in deposit market share among banks
under $100 billion of assets.
“We are excited to bring together two highly
complementary, commercially focused banks to create a truly premier
New York-metro community bank.” said Frank Sorrentino III, Chairman
and Chief Executive Officer of ConnectOne Bank. “This transaction
is a natural fit as both ConnectOne and First of Long Island share
a strong credit culture, a long-term track record of strong
financial performance, and a deep commitment to putting clients at
the center of our businesses.”
Mr. Sorrentino added, “Strategically, this is a
compelling transaction which enhances our franchise value,
solidifies ConnectOne’s presence in the New York City market and
accelerates our Long Island growth strategy. Additionally, adding
over $3 billion in deposits, the combination will establish
ConnectOne as one of the top 5 banks on Long Island, in terms of
deposit market share.”
“Financially, the all-stock transaction will be
accretive to earnings and offers positive pro forma benefits while
maintaining a rigorous risk management culture and a strong capital
and liquidity position. By combining our talents and resources
we’re creating a significantly enhanced platform for continued
growth while offering our clients an expanded range of services and
enhanced capabilities.”
“Joining forces with ConnectOne begins the next
chapter in The First National Bank of Long Island’s story.
Together, we leverage the strengths, expertise, and resources of
both companies to offer our clients the muscle and support of a $14
billion institution with a people-first culture backed by modern
infrastructure,” said Chris Becker, CEO of The First National Bank
of Long Island. “This partnership is the coming together of two
market-adjacent companies that will be positioned for greater
success, and I am proud to continue to support the combined company
as the Board’s Vice Chairman.”Strategic Transaction Highlights:
- Creates a premier middle-market
bank focused on serving the greater New York metro area
- Pro forma company will have
significant scale, with $14 billion in assets and a market
capitalization of over $1.2 billion, based on ConnectOne’s closing
stock price as of September 4, 2024
- Transaction allows ConnectOne to
leap over the $10 billion threshold with significant scale
- Materially enhances ConnectOne’s
presence on Long Island – 30% of pro forma deposit franchise to be
located in Nassau and Suffolk Counties (based on S&P Capital IQ
Pro data as of 6/30/2023)
- Highly compatible client-first
cultures
- Low execution risk – ConnectOne is
an experienced acquiror and integrator, and has performed extensive
due diligence
- ConnectOne already has a high level
of familiarity with the Long Island market, having opened its first
Long Island branch in 2018
The merger is expected to be approximately 36%
accretive to ConnectOne’s earnings per share in 2025 as adjusted
for an illustrative full phase-in of cost savings. Tangible book
value per share dilution is projected at 12%, with an earnback
period of approximately 2.9 years. ConnectOne projects to deliver a
return on average tangible common equity of approximately 14% and
an efficiency ratio of approximately 45% in 2025, adjusted for an
illustrative full phase-in of cost savings.
As part of the transaction, ConnectOne plans to
raise approximately $100 million in subordinated debt prior to the
transaction closing, the net proceeds of which will be downstreamed
in the form of equity capital to ConnectOne Bank.
Effective at the closing of the transaction, Mr.
Becker will become Vice Chairman of ConnectOne and two current
independent members of First of Long Island’s board will join the
Board of Directors of ConnectOne.
The transaction has been unanimously approved by
the Board of Directors of both companies and is expected to be
completed in mid-2025, subject to approval by shareholders of both
First of Long Island and ConnectOne, as well as regulatory
approvals and other customary closing conditions.
Keefe, Bruyette & Woods, Inc., A Stifel
Company, served as financial advisor to ConnectOne and Windels Marx
Lane & Mittendorf, LLP served as its legal counsel. Piper
Sandler & Co, served as financial advisor to First of Long
Island and Luse Gorman PC 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 September 5, 2024 to review the
proposed transaction. The conference call dial-in number is (646)
307-1963, access code 4195701 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 at http://ir.connectonebank.com.
A replay of the conference call will be
available beginning at approximately 1:00 p.m. ET on September 5,
2024 and ending on September 12, 2024 by dialing (609) 800-9909,
access code 4195701. An online archive of the webcast will be
available following the completion of the conference call
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 Thursday, September 5, 2024 at the "Shareholders" link
on the Company's website at http://ir.connectonebank.com.
About ConnectOne Bancorp,
Inc.
ConnectOne Bancorp, Inc., is a modern financial
services company that operates, through its subsidiary, ConnectOne
Bank, and the Bank’s fintech subsidiary, BoeFly, Inc. ConnectOne
Bank is a high-performing commercial bank offering a full suite of
banking & lending products and services that focus on small to
middle-market businesses. BoeFly, Inc. is a fintech marketplace
that connects borrowers in the franchise space with funding
solutions through a network of partner banks. ConnectOne Bancorp,
Inc. is traded on the Nasdaq Global Market under the trading symbol
"CNOB," and information about ConnectOne may be found at
www.connectonebank.com.
About First of Long Island
Corporation
The First of Long Island Corporation (Nasdaq:
FLIC) is the parent company of The First National Bank of Long
Island, a local bank founded in 1927 in Glen Head, New York.
Through its branch network branded as First National Bank LI, the
Bank focuses on business and consumer needs on Long Island and in
New York City. We offer a broad set of lending, deposit,
investment, and digital products. First National Bank LI is known
for its culture of delivering extraordinary service and a “Customer
First” banking experience to small and middle market businesses,
professional service firms, not-for-profits, municipalities and
consumers. The Bank’s tagline “Go First, Go Far SM communicates the
benefits of its employees’ commitment to helping customers reach
their financial goals. For more information about the Bank and
Corporation visit fnbli.com.
IMPORTANT INFORMATION ABOUT THE
MERGER
In connection with the proposed merger with
First of Long Island, 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. The registration statement will include a joint proxy
statement/prospectus of First of Long Island and ConnectOne which
will be sent to the shareholders of First of Long Island 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, FIRST OF LONG ISLAND, AND THE PROPOSED TRANSACTION.
A free copy of these documents, as well as other
filings containing information about ConnectOne and First of Long
Island, 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 First of Long Island at the
“Investor Relations” section of First of Long Island’s website at
www.fnbli.com. 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 The First of Long Island Corporation, 275
Broadhollow Road, Melville, NY 11747, Attention: Pauline Wimmer,
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 First of Long Island,
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
First of Long Island assume no duty to update forward-looking
statements.
In addition to factors previously disclosed in
ConnectOne’s and First of Long Island’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 First of
Long Island and ConnectOne, on the expected terms and schedule;
delay in closing the acquisition; difficulties and delays in
integrating First of Long Island’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 First of Long Island 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, First of Long
Island 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, 2023 and
its other filings with the SEC, and in First of Long Island’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2023 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, First of Long Island and certain of
their respective directors and executive officers may be deemed to
be participants in the solicitation of proxies from the
shareholders of First of Long Island 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 2024 Annual Meeting
of Shareholders filed with the SEC on April 11, 2024, and other
documents filed by ConnectOne with the SEC. Additional information
about First of Long Island, and its directors and executive
officers, may be found in the definitive proxy statement of First
of Long Island relating to its 2024 Annual Meeting of Shareholders
filed with the SEC on March 8, 2024, and other documents filed by
First of Long Island with the SEC. These documents can be obtained
free of charge from the sources described above.
ConnectOne Investor Contact: William S. Burns
Senior Executive VP & CFO 201.816.4474; bburns@cnob.com
First of Long Island Investor Contact:Janet T.
VerneuilleSenior Executive VP & CFO516.671.4900 Ext. 7462;
janet.verneuille@fnbli.com
ConnectOne Media Contact:Mitchell
MevorahMWW646.306.1965; mmevorah@mww.com
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