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 received the required regulatory approval
from the Board of Governors of the Federal Reserve System to merge
Dime Community Bank with and into BNB Bank. The parties have filed
an application with New York State Department of Financial Services
to merge Dime Community Bank with and into BNB Bank, and have
requested a waiver of a formal application process with the Federal
Reserve Board with respect to any holding company application, each
of which is pending. In addition to receipt of the required
regulatory approvals, completion of the proposed merger remains
subject to the satisfaction or waiver of other closing conditions
and Dime and Bridge shareholder approval. Bridge and Dime have
scheduled their respective virtual meetings of shareholders for
December 3, 2020 at 10:00 a.m. local time.
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 $6.3 billion, operates 39 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. Title insurance services
are offered through BNB's wholly-owned subsidiary, Bridge Abstract.
Bridge Financial Services, Inc., a wholly-owned subsidiary of BNB,
offers financial planning and investment consultation. For more
information visit www.bnbbank.com.
BNB also has a rich tradition of involvement in the community,
supporting programs and initiatives that promote local business,
the environment, education, healthcare, social services and the
arts.
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 28 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).
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 filed with the SEC a
Registration Statement on Form S-4 (the “Registration Statement”)
that included 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 was 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 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. You will also be able
to obtain these documents, 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
Dime Community Bancshares (NASDAQ:DCOM)
Historical Stock Chart
From Mar 2024 to Apr 2024
Dime Community Bancshares (NASDAQ:DCOM)
Historical Stock Chart
From Apr 2023 to Apr 2024