CAUTIONARY STATEMENT ABOUT
FORWARD-LOOKING STATEMENTS
Some of the statements
contained or incorporated by reference in this document are forward
looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 giving Bridge’s or Dime’s
expectations or predictions of future financial or business
performance or conditions. Forward-looking statements are typically
identified by words such as “believe,” “expect,” “anticipate,”
“intend,” “target,” “estimate,” “continue,” “positions,” “plan,”
“projections,” “prospects,” “forecast,” “guidance,” “goal,”
“objective” or “potential,” by future conditional verbs such as
“assume,” “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 merger or the bank merger,
including future financial and operating results of Bridge, Dime or
the resulting company following the merger, the resulting company’s
plans, objectives, expectations and intentions, the expected timing
of the completion of the merger, financing plans and the
availability of capital, the likelihood of success and impact of
litigation and other statements that are not historical facts.
These statements are only predictions based on Bridge’s and Dime’s
current expectations and projections about future events. There are
important factors that could cause Bridge’s and Dime’s actual
results, level of activity, performance or achievements to differ
materially from the results, level of activity, performance or
achievements expressed or implied by the forward-looking
statements. In particular, you should consider the numerous risks
and uncertainties described in the section entitled
“Risk
Factors.”
These forward-looking
statements are subject to numerous assumptions, risks, and
uncertainties which change over time. In addition to factors
previously disclosed in Bridge’s and Dime’s reports filed with the
SEC, the following factors, among others, could cause actual
results to differ materially from forward-looking
statements:
•
the effects of the COVID-19
pandemic on the economy generally and on Bridge and Dime in
particular;
•
the inability to close the
merger and the bank merger in a timely manner;
•
the failure to complete the
merger due to the failure of Bridge or Dime shareholders to approve
the merger agreement and the merger;
•
failure to obtain applicable
regulatory approvals and meet other closing conditions to the
merger on the expected terms and schedule;
•
the potential impact of the
announcement or consummation of the proposed merger on
relationships with third parties, including customers, employees,
and competitors;
•
business disruption following
the merger;
•
difficulties and delays in
integrating the Bridge and Dime businesses or fully realizing cost
savings and other benefits;
•
each of Dime’s and Bridge’s
potential exposure to unknown or contingent liabilities of the
other party;
•
the challenges of integrating,
retaining, and hiring key personnel;
•
failure to attract new
customers and retain existing customers in the manner
anticipated;
•
the outcome of pending or
threatened litigation, or of matters before regulatory agencies,
whether currently existing or commencing in the future, including
litigation related to the merger;
•
any interruption or breach of
security resulting in failures or disruptions in customer account
management, general ledger, deposit, loan, or other
systems;
•
changes in Bridge’s or Dime’s
stock price before closing, including as a result of the financial
performance of Bridge or Dime prior to closing;
•
operational issues stemming
from, and/or capital spending necessitated by, the potential need
to adapt to industry changes in information technology systems, on
which Bridge and Dime are highly dependent;