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 jointly
announced, as part of the integration planning process for the
merger of the two companies (the “Merger”), the proposed
composition of the Board of Directors of the combined company, to
be effective upon completion of the Merger. The Board of the
combined company will consist of 12 directors, six current Bridge
directors and six current Dime directors, as follows:
|
|
Continuing Bridge
Directors |
Continuing
Dime Directors |
|
|
Marcia Z. HefterMatthew A.
LindenbaumAlbert E. McCoy, Jr.Raymond A. NielsenKevin M.
O’ConnorDennis A. Suskind |
Rosemarie ChenMichael
P. DevineKenneth J. MahonVincent F. PalagianoJoseph J. PerryKevin
Stein |
|
|
Kenneth J. Mahon, the current Chief Executive
Officer of Dime who will become non-employee Executive Chairman of
the combined company, said, “The new board reflects individuals
with complementary skillsets and extensive experience that will
serve the combined company well. I am confident that our board will
provide effective oversight to drive strong financial performance,
appropriately manage risk, and build a stronger company to serve
all of our shareholders and stakeholders in the New York
metropolitan market.”
Kevin O’Connor, slated to be a director and
Chief Executive Officer of the combined entity, said, “I am looking
forward to working with this team of experienced and insightful
board members and am confident that the new organization will reap
the benefits of their business and board expertise.”
The companies continue to expect the transaction
to close in early-2021, subject to satisfaction of customary
closing conditions, including receipt of remaining regulatory
approvals.
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) economic, legislative or regulatory changes,
including changes in accounting standards, may adversely affect the
businesses in which Bridge and Dime are engaged; (6) the interest
rate environment may further compress margins and adversely affect
net interest income; (7) results may be adversely affected by
continued adverse changes to credit quality; (8) competition from
other financial services companies in Bridge’s and Dime’s markets
could adversely affect operations; (9) an economic slowdown could
adversely affect credit quality and loan originations; (10) 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 (11) 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).
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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