BCB Bancorp, Inc. (the “Company” or “BCB”), Bayonne, NJ
(NASDAQ:BCBP – News), the holding company for BCB Community Bank,
has announced it has entered into a definitive merger agreement
(the "Merger Agreement"), with IA Bancorp, Inc. (“IAB”), pursuant
to which the Company will acquire IAB and its wholly owned
subsidiary, Indus-American Bank. Upon consummation of the
merger, Indus-American Bank will merge with BCB Community Bank and
will operate as a division of BCB Community Bank. Following
the closing of the merger, BCB will form an advisory board which
will consist of current members of the IAB board of directors and
other prominent community members.
Indus-American Bank, which has its headquarters
in Edison, New Jersey, operates full-service branches in Edison,
Jersey City, Parsippany and Plainsboro, New Jersey, and Hicksville,
New York. Indus-American Bank was founded primarily to meet the
banking needs of the South Asian-American community. Indus-American
Bank specializes in core business banking products for small- to
medium-sized companies, with an emphasis on real estate-based
lending.
Mark D. Hogan, Chairman of the Board of
Directors of the Company, stated, "We are extremely excited and
pleased to welcome Indus-American customers and employees to BCB.
Our partnership with Indus-American is consistent with BCB's
strategic plan of executing smart growth via expansions and organic
branching. This transaction will allow the combined entities to
further develop our existing markets in Jersey City and Edison, and
will provide further opportunities in Parsippany, Plainsboro and
Hicksville, New York, three new, attractive markets for BCB.”
The total transaction value is approximately $20
million, including the assumption by BCB of approximately $7.5
million of IAB preferred stock, outstanding shares of IAB common
stock of approximately 4.18 million and based on a 10-day volume
weighted average price of BCB common stock. Under the terms of the
Merger Agreement, which both boards of directors have approved, IAB
shareholders shall be entitled to elect to receive either 0.189
shares of BCB common stock or $3.05 in cash for each share of IAB
common stock, subject to an overall allocation of exchanged IAB
shares into 80% BCB common stock and 20% cash. The closing and the
systems’ conversion is anticipated to occur in the fourth quarter
of 2017, subject to approval by IAB shareholders, regulatory
approvals and other customary closing conditions. On a pro
forma basis, the transaction is expected to be accretive to the
Company’s 2018 earnings by approximately 10% per share, with
tangible book value per share dilution of approximately 1.3% and an
earn-back period of approximately 1.2 years.
Anil Bansal, Chairman of the Board of Directors
of IAB, said, "We believe our loyal Indus-American Bank customers
and shareholders will greatly benefit from this merger. BCB is a
true community bank, with a history of a very strong commitment to
its customers and the communities it serves. This merger will bring
expanded lending capacity, supplementary retail and business
products and added capital, which should enable our combined
organizations to better serve our customers, to continue growing in
our marketplaces, and to further enhance shareholder value."
Thomas Coughlin, President and Chief Executive
Officer of the Company and the Bank, added, "BCB is excited to be
partnering with IAB and Indus-American Bank. Indus-American Bank’s
branch locations complement BCB’s current locations. BCB will
continue Indus-American Bank’s commitment of service to its
customers and its communities. The existing Indus-American branches
will operate and be known as “BCB-Indus-American Bank, a division
of BCB Community Bank,” in recognition of the strong identity
forged over the years by Indus-American Bank.”
The merger will add approximately $235 million
to the Company’s asset base, based on IAB’s assets as of March 31,
2017. Following completion of the merger, the Company will have
total assets of over $2 billion, based on IAB’s and BCB’s
respective assets as of March 31, 2017.
The merger is subject to customary closing
conditions, including the receipt of regulatory approvals and IAB
shareholder approval. The merger is expected to close in the fourth
quarter of 2017.
FinPro Capital Advisors, Inc. acted as financial
advisor to BCB Bancorp, Inc., and its legal counsel was Covington
& Burling LLP. Keefe, Bruyette & Woods, Inc. acted as
financial advisor to IA Bancorp, Inc., and its legal counsel was
Windels, Marx, Lane & Mittendorf, LLP.
About BCB Community BankBCB
Community Bank operates 22 full-service branches in Bayonne,
Carteret, Colonia, Edison, Hoboken, Fairfield, Holmdel, Jersey
City, Lodi, Lyndhurst, Monroe Township, Rutherford, South Orange,
Union and Woodbridge, New Jersey, and two branches in Staten
Island, New York.
Forward-looking Statements and
Associated Risk FactorsThis release, like many written and
oral communications presented by BCB Bancorp, Inc., and our
authorized officers, may contain certain forward-looking statements
regarding our prospective performance and strategies within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
We intend such forward-looking statements to be covered by the safe
harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995, and are including
this statement for purposes of said safe harbor provisions.
Forward-looking statements, which are based on certain assumptions
and describe future plans, strategies, and expectations of the
Company, are generally identified by use of words “anticipate,”
“believe,” “estimate,” “expect,” “intend,” “plan,” “project,”
“seek,” “strive,” “try,” or future or conditional verbs such as
“could,” “may,” “should,” “will,” “would,” or similar expressions.
Our ability to predict results or the actual effects of our plans
or strategies is inherently uncertain. Accordingly, actual results
may differ materially from anticipated results.
In addition to factors previously disclosed in
BCB’s reports filed with the U.S. Securities and Exchange
Commission (the "SEC") and those identified elsewhere in this
document, the following factors among others, could cause actual
results to differ materially from forward-looking statements or
historical performance: ability to obtain regulatory approvals and
meetother closing conditions to the merger, including approval by
IAB shareholders on the expected terms and schedule; delay in
closing the merger; difficulties and delays in integrating the IAB
business or fully realizing cost savings and other benefits of the
merger; business disruption following the merger; changes in asset
quality and credit risk; the inability to sustain revenue and
earnings growth; changes in interest rates and capital markets;
inflation; customer acceptance of BCB products and services;
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; 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.
Annualized, pro forma, projected and estimated
numbers are used for illustrative purpose only, are not forecasts
and may not reflect actual results.
Important Additional Information and
Where to Find It
In connection with the proposed merger, BCB will
file with the SEC a Registration Statement on Form S-4 that will
include a proxy statement of IAB and a prospectus of BCB, as
well as other relevant documents concerning the proposed
transaction. This communication does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. SHAREHOLDERS OF IAB ARE URGED
TO READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY BCB, AS WELL
AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION.
A free copy of the proxy statement/prospectus,
as well as other filings containing information about BCB, may be
obtained at the SEC's Internet site (http://www.sec.gov), when they
are filed by BCB. You will also be able to obtain these documents,
when they are filed, free of charge, from BCB at
www.bcbcommunitybank.com under the heading "Investor Relations" and
then under "SEC Filings." Copies of the proxy statement/prospectus
can also be obtained, when it becomes available, free of charge, by
directing a request to BCB Community Bank, 595 Avenue C, Bayonne,
NJ 07002, Attention: Thomas Keating, Telephone: 201.823.0700 or to
IA Bancorp, Inc., [Address], Attention: [Name], Telephone:
[Number].
IAB and Indus-American Bank and their directors,
executive officers and certain other members of their management
and employees may be deemed to be participants in the solicitation
of proxies in connection with the proposed transaction. Information
concerning all of the participants in the solicitation will be
included in the proxy statement/prospectus relating to the proposed
transaction when it becomes available. Free copies of this document
may be obtained as described in the preceding paragraph.
Contact:
Thomas Keating, Senior Vice President and Chief Financial Officer of BCB Bancorp, Inc. – 201.823.0700
or Thomas Coughlin, President and Chief Executive Officer of BCB Bancorp, Inc. – 201.823.0700
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