Bridge Bancorp, Inc. (Nasdaq: BDGE) (“Bridge”), the parent company
of BNB Bank, and Dime Community Bancshares, Inc. (Nasdaq: DCOM)
(“Dime”), the parent company of Dime Community Bank, today
announced that they have entered into a definitive merger agreement
pursuant to which the companies will combine in an all-stock merger
of equals transaction, valued at approximately $489 million.
The merger combines two complementary banking platforms to
create a premier community-based business bank. The combined
company will have over $11 billion in assets, over $8 billion in
total deposits, and 66 branches spanning Montauk to Manhattan.
“This highly compelling combination will allow us to build on
our complementary strengths and provide significant value for
shareholders,” said Kevin O’Connor, President and Chief Executive
Officer of Bridge Bancorp. “Dime has earned its strong reputation
in the greater New York metropolitan market, and I’m thrilled to
partner with them. Our enhanced branch footprint and
increased capital base will allow us to better serve the needs of
our customers. In addition, both companies have strong balance
sheets and demonstrated histories of low loan losses through prior
cycles, which give me confidence that we will be well-positioned to
succeed in any environment. I look forward to working closely with
Ken and the entire Dime team as we collectively become New York’s
premier community bank.”
Kenneth J. Mahon, Chief Executive Officer of Dime, commented,
“Prior to the onset of our commercial bank transformation four
years ago, Dime was a monoline, multifamily thrift lender. This
merger is the next logical step in Dime’s journey and significantly
accelerates our business model transformation. Bridge and Dime are
two of the most highly acclaimed and respected franchises in the
New York market. Both of us weathered the financial crisis of 2008
with among the lowest loss rates in the entire country. We believe
the capital strength of the combined company, Bridge’s high-quality
deposit base, and Dime’s historically strong New York City
multifamily loan portfolio, will result in the creation of a solid
balance sheet. In Bridge, we have aligned ourselves with a company
that has a well-constructed commercial bank balance sheet, shares
our values, our community focus, and our commitment to building and
retaining highly-talented staffs. I believe that in CEO Kevin
O’Connor and President and Chief Operating Officer Stuart Lubow we
have the right team to carry on each bank’s standalone reputation
for customer service, employee engagement and financial
performance. We expect our shareholders to benefit from owning a
stronger, more attractive, and more formidable competitor in the
New York market.”
Strategic Benefits to the Merger
Enhances Scale and Builds Upon Complementary
Strengths: The combined company will be strategically
positioned to have enhanced scale with expected improved
opportunities for growth and profitability. Bridge has a deep
history in C&I, commercial real estate, and small business
lending, while Dime has been a leading player in low-LTV New York
multifamily lending. The combination fortifies complementary
commercial and retail banking business lines.
Creates a Bank with Dominant Market Share: The
combined company will have a highly complementary branch network
with limited existing customer overlap, and will be well positioned
to increase market share from regional and money-center banks. Its
enhanced branch footprint and increased capital base will allow the
combined company to serve the needs of small-to-mid-sized
businesses. The combined company will have a deep commitment
to and extensive skillset in SBA-lending, which is anticipated to
be an active business line in the current environment.
Prospects to Accelerate Shareholder Value
Creation: Pro forma calculations with respect to the
combined company indicate GAAP EPS accretion of 7% to Bridge and
40% to Dime. The transaction is approximately 0.4% accretive to
Bridge’s Tangible Book Value. Management believes that conservative
and achievable cost savings, projected to be approximately 15% of
the combined expense base, will drive strong financial metrics,
material capital generation and tangible book value per share
growth.
Transaction Details
Under the terms of the merger agreement, which was unanimously
approved by the boards of directors of both companies, Dime will
merge with and into Bridge, with Bridge as the surviving
corporation, and Dime Community Bank will merge with and into BNB
Bank, with BNB Bank as the surviving institution. Following
the closing of the transaction, Dime shareholders will receive
0.6480 shares of Bridge common stock for each share of Dime common
stock they own. Each outstanding share of Dime’s 5.50%
Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A will
be converted into the right to receive one share of a newly created
series of preferred stock of Bridge with the same preferences and
rights. Upon completion of the transaction, which is subject
to both Dime and Bridge shareholder approval, Dime shareholders
will own approximately 52% and Bridge shareholders will own
approximately 48% of the combined company.
Name, Branding and Headquarters
The combined company will operate under the “Dime Community
Bancshares, Inc.” name and the combined bank will operate under the
“Dime Community Bank” name. Leveraging Dime’s ubiquitous
brand name and having branch network coverage over the entire Long
Island market provide the combined entity significant branding
power.
Certain retail locations in eastern Long Island will operate
under the BNB Bank name for at least one year.
The headquarters of the combined company will be located in
Hauppauge, New York, with a corporate office to be located in New
York, New York.
The combined company will trade under the Dime ticker symbol
“DCOM” on The Nasdaq Stock Market.
Governance and Leadership
The combined company’s board of directors will have twelve
directors, consisting of six directors from Bridge and six
directors from Dime.
- Kenneth J. Mahon, the current Chief Executive Officer of Dime,
will serve as Executive Chairman of the combined company
- Marcia Hefter, the current Chairwoman of Bridge’s board of
directors, will serve as the independent Lead Director of the
combined company
The combined company will be led by a well-respected management
team that is comprised of individuals with significant financial
services and M&A integration experience.
- Kevin O’Connor, the current President and Chief Executive
Officer of Bridge, will serve as Chief Executive Officer
- Stuart “Stu” H. Lubow, the current President of Dime, will
serve as President and Chief Operating Officer
- John McCaffery, the current Chief Financial Officer of Bridge,
will serve as Senior Executive Vice President and Chief Risk
Officer
- Avinash “Avi” Reddy, the current Senior Executive Vice
President and Chief Financial Officer of Dime, will serve as Senior
Executive Vice President and Chief Financial Officer
Timing and Approvals
The merger is expected to close in the first quarter of 2021,
subject to satisfaction of customary closing conditions, including
receipt of customary regulatory approvals and approval by the
shareholders of each company.
Advisors
Piper Sandler Companies is acting as financial advisor, and has
rendered a fairness opinion to the board of directors of Bridge.
Luse Gorman, PC is serving as legal counsel to Bridge.
Raymond James is acting as financial advisor, and has rendered a
fairness opinion to the board of directors of Dime. Holland
& Knight LLP is serving as legal counsel to Dime.
Joint Conference Call and Webcast Details
Bridge and Dime will conduct a live conference call and webcast
to discuss the transaction at 8:30AM Eastern Time on July 2, 2020.
To listen to the live call, please dial 1-888-348-2672 and
upon dialing in, request to be joined into the “Bridge
Bancorp and Dime Community Merger Announcement” call with
the conference operator. The webcast, along with related slides,
will be available on both the Bridge website (www.bnbbank.com) and
the Dime website (www.dime.com). A replay of the conference
call will be available on the websites listed above.
About Bridge Bancorp, Inc.
Bridge Bancorp, Inc. is a bank holding company engaged in
commercial banking and financial services through its wholly-owned
subsidiary, BNB Bank. Established in 1910, BNB, with assets of
approximately $5.1 billion, operates 38 branch locations serving
Long Island and the greater New York metropolitan area. Through its
branch network and its electronic delivery channels, BNB provides
deposit and loan products and financial services to local
businesses, consumers and municipalities.
About Dime Community Bancshares, Inc.
Dime Community Bancshares, Inc. is the holding company for Dime
Community Bank, a New York State-chartered community commercial
bank that was founded in 1864. Dime Community Bank is headquartered
in Brooklyn, NY and operates twenty-eight banking offices located
throughout Brooklyn, Queens, the Bronx, Nassau and Suffolk
Counties, New York. More information on Dime Community Bancshares,
Inc. and Dime Community Bank can be found on Dime's website at
www.dime.com.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include, but are not
limited to, statements about (i) the benefits of a merger (the
“Merger”) between Bridge and Dime, including future financial and
operating results, cost savings, enhancements to revenue and
accretion to reported earnings that may be realized from the
Merger; (ii) Bridge’s and Dime’s plans, objectives, expectations
and intentions and other statements contained in this release that
are not historical facts; and (iii) other statements identified by
words such as “may”, “assumes”, “approximately”, “will”, “expects”
“anticipates,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” “targets,” “projects,” or words of similar meaning
generally intended to identify forward-looking statements.
These forward-looking statements are based upon the current
beliefs and expectations of the respective management of Bridge and
Dime and are inherently subject to significant business, economic
and competitive uncertainties and contingencies, many of which are
beyond the control of Bridge and Dime. In addition, these
forward-looking statements are subject to various risks,
uncertainties and assumptions with respect to future business
strategies and decisions that are subject to change and difficult
to predict with regard to timing, extent, likelihood and degree of
occurrence. As a result, actual results may differ materially
from the anticipated results discussed in these forward-looking
statements because of possible uncertainties.
The following factors, among others, could cause actual results
to differ materially from the anticipated results or other
expectations expressed in the forward-looking statements: (1) the
businesses of Bridge and Dime may not be combined successfully, or
such combination may take longer, be more difficult, time-consuming
or costly to accomplish than expected; (2) the expected growth
opportunities or cost savings from the Merger may not be fully
realized or may take longer to realize than expected; (3) deposit
attrition, operating costs, customer losses and business disruption
following the Merger, including adverse effects on relationships
with employees and customers, may be greater than expected; (4) the
regulatory approvals required for the Merger may not be obtained on
the proposed terms or on the anticipated schedule; (5) the
shareholders of Bridge or Dime may fail to approve the Merger; (6)
economic, legislative or regulatory changes, including changes in
accounting standards, may adversely affect the businesses in which
Bridge and Dime are engaged; (7) the interest rate environment may
further compress margins and adversely affect net interest income;
(8) results may be adversely affected by continued adverse changes
to credit quality; (9) competition from other financial services
companies in Bridge’s and Dime’s markets could adversely affect
operations; (10) an economic slowdown could adversely affect credit
quality and loan originations; (11) the COVID-19 pandemic is
adversely affecting Dime, Bridge, and their respective
customers, employees and third-party service providers; the adverse
impacts of the pandemic on their respective business, financial
position, operations and prospects have been material, and it is
not possible to accurately predict the extent, severity or duration
of the pandemic or when normal economic and operation conditions
will return; and (12) other factors that may affect future results
of Dime and Bridge including 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; 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. Additional
factors, that could cause actual results to differ materially from
those expressed in the forward-looking statements are discussed in
Bridge’s and Dime’s reports (such as Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K)
filed with the Securities and Exchange Commission (the “SEC”) and
available on the SEC’s Internet site (http://www.sec.gov).
Risks Relating to the Coronavirus (COVID-19)
Outbreak
In March 2020, the World Health Organization declared the
coronavirus (COVID-19) outbreak a pandemic and the United States
declared a national emergency. Global and national health concerns
relating to the COVID-19 pandemic outbreak have been weighing on
the local, national and global economic environments, and the
outbreak has significantly increased economic uncertainty. The
outbreak has resulted in authorities implementing numerous measures
to try to contain the virus, such as travel bans and restrictions,
quarantines, shelter in place orders, and business shutdowns. These
measures have not only negatively impacted consumer and business
spending habits, they have also adversely impacted and may further
impact Dime and Bridge’s workforces and operations and the
operations of their customers, vendors and business partners. These
measures may remain in place for a significant period of time and
they are likely to continue to adversely affect the businesses,
results of operations and financial condition of Dime and
Bridge.
The bank regulatory agencies and various governmental
authorities are urging financial institutions to work prudently
with borrowers who are or may be unable to meet their contractual
payment obligations because of the effects of the COVID-19
pandemic. Loan forbearances and other measures have been
taken by Dime and Bridge to assist affected customers and
businesses, which have had and may continue to have an adverse
impact on results of operations and financial condition.
Loans to particular businesses, such as restaurants, hotels and
contractors, as well as to people working in those industries, may
be particularly subject to adverse developments. Disruptions
to customers could result in increased risk of delinquencies,
defaults, foreclosures and losses on loans, negatively impact
regional economic conditions, result in declines in local loan
demand, liquidity of loan guarantors, loan collateral (particularly
in real estate), loan originations and deposit availability.
The spread of COVID-19 has also caused Dime and Bridge to modify
business practices (including employee travel, employee work
locations, and cancellation of physical participation in meetings,
events and conferences), and the companies may take further actions
as may be required by government authorities or that are determined
to be in the best interests of their employees, customers and
business partners. There is no certainty that such measures
will be sufficient to mitigate the risks posed by COVID-19 or
otherwise be satisfactory to government authorities.
The extent to which the COVID-19 pandemic impacts Dime and
Bridge’s businesses, results of operations and financial condition
will depend on future developments, which are highly uncertain and
cannot be predicted, including, but not limited to, the duration
and spread of the outbreak, its severity, the actions to contain
the virus or treat its impact, and how quickly and to what extent
normal economic and operating conditions can resume. Even
after the COVID-19 outbreak has subsided, Dime and Bridge may
continue to experience materially adverse impacts to their
businesses as a result of its economic impact, including any
recession that has occurred or may occur in the future.
There are no comparable recent events which may provide guidance
as to the effect of the spread of COVID-19 and a global pandemic,
and, as a result, the ultimate impact of the COVID-19 outbreak or a
similar health epidemic or pandemic is highly uncertain and subject
to change. The full extent of the impact on Dime’s and
Bridge’s businesses, operations or the economy as a whole is
unknown. However, the effects could have a material impact on
results of operations, and Dime and Bridge will continue to monitor
the COVID-19 pandemic situation closely.
Risks Related to the SBA PPP Loan Program
Bridge and Dime are participating lenders in the Paycheck
Protection Program (“PPP”), a loan program administered through the
Small Business Administration (“SBA”), which was created to help
eligible businesses, organizations and self-employed persons fund
their operational costs during the COVID-19 pandemic. Under this
program, the SBA guarantees 100% of the amounts loaned under the
PPP. Bridge and Dime may be exposed to credit risk on PPP loans if
a determination is made by the SBA that there is a deficiency in
the manner in which the loan was originated, funded, or serviced.
If a deficiency is identified, the SBA may deny its liability under
the guaranty, reduce the amount of the guaranty, or, if it has
already paid under the guaranty, seek recovery of any loss related
to the deficiency. Financial institutions have experienced
litigation related to their processes and procedures used in
processing applications for the PPP. If Bridge or Dime were to be
subject to any such litigation, such litigation could have a
material adverse impact on the companies’ businesses, financial
conditions and results of operations.
Bridge and Dime caution that the foregoing list of factors is
not exclusive. All subsequent written and oral
forward-looking statements concerning the proposed transaction or
other matters attributable to Bridge or Dime or any person acting
on their behalf are expressly qualified in their entirety by the
cautionary statements above. Bridge and Dime do not undertake
any obligation to update any forward-looking statement to reflect
circumstances or events that occur after the date the
forward-looking statements are made.
Important Additional Information and Where to Find
It
This press release is being made in respect of the proposed
Merger between Dime and Bridge. 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 with
respect to the Merger. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities
Act of 1933, as amended, and no offer to sell or solicitation of an
offer to buy shall be made in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
In connection with the Merger, Bridge will file with the SEC a
Registration Statement on Form S-4 (the “Registration Statement”)
that will include a joint proxy statement of Bridge and Dime, and a
prospectus of Bridge (the “Joint Proxy Statement/Prospectus”), and
each of Bridge and Dime may file with the SEC other relevant
documents concerning the Merger. The definitive Joint Proxy
Statement/Prospectus will be mailed to shareholders of Dime.
Shareholders and investors are urged to read the Registration
Statement and the Joint Proxy Statement/Prospectus regarding the
Merger carefully and in their entirety when they become available
and any other relevant documents filed with the SEC by Bridge and
Dime, as well as any amendments or supplements to those documents,
because they will contain important information about Bridge, Dime
and the Merger.
Free copies of the Joint Proxy Statement/Prospectus, as well as
other filings containing information about Bridge and Dime, may be
obtained at the SEC’s website, www.sec.gov, when they are filed.
You will also be able to obtain these documents, when they are
filed, free of charge, by directing a request to Bridge Bancorp,
Inc., 2200 Montauk Highway, P.O. Box 3005, Bridge, New York 11932,
Attention: Corporate Secretary, or by calling (631) 537‑1001, ext.
7255, or to Dime Community Bancshares, Inc., 300 Cadman Plaza West,
8th Floor, Brooklyn, New York 11201, Attention: Corporate
Secretary, or by calling (718) 782-6200, or by accessing Bridge’s
website at www.bnbbank.com under the “Investor Relations” tab or by
accessing Dime’s website at www.dime.com under the “About—Investor
Relations” tab. The information on Bridge’s and Dime’s
websites is not, and shall not be deemed to be, a part of this
release or incorporated into other filings either company makes
with the SEC.
Participants in the Solicitation
Bridge, Dime and their respective directors, and certain of
their executive officers and employees may be deemed to be
participants in the solicitation of proxies from the shareholders
of Dime in connection with the Merger. Information about
Bridge’s directors and executive officers is available in its proxy
statement for its 2020 annual meeting of shareholders, which was
filed with the SEC on April 28, 2020, and information about Dime’s
directors and executive officers is available in its proxy
statement for its 2020 annual meeting of shareholders, which was
filed with the SEC on April 15, 2020. Information regarding
all of the persons who may, under the rules of the SEC, be deemed
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the Joint Proxy Statement/Prospectus regarding
the Merger and other relevant materials to be filed with the SEC
when they become available. Free copies of these documents
may be obtained as described in the preceding paragraph.
Bridge Bancorp, Inc.
Investor Relations Contact:John M.
McCafferyExecutive Vice President – Chief Financial OfficerPhone:
631-537-1001; Ext. 7290Email: jmccaffery@bnbbank.com
Dime Community Bancshares, Inc.
Investor Relations Contact:Avinash ReddySenior
Executive Vice President – Chief Financial OfficerPhone:
718-782-6200; Ext. 5909Email: areddy@dime.com
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