SNBC Sun Bancorp, Inc.

 

As previously announced, Sun Bancorp, Inc. ("Sun"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with OceanFirst Financial Corp. ("OceanFirst") and Mercury Merger Sub Corp. ("Merger Sub"), a wholly-owned subsidiary of OceanFirst. Pursuant to the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge (the "First-Step Merger") with and into Sun, with Sun as the surviving entity, and immediately following the effective time of the First-Step Merger, Sun will merge with and into OceanFirst, with OceanFirst as the surviving entity (together with the First-Step Merger, the "Integrated Mergers").  The proposed merger is described in the Joint Proxy Statement/Prospectus filed on September 20, 2017 in connection with the merger (the "Joint Proxy Statement/Prospectus").  This Current Report on Form 8-K provides certain additional information regarding the merger.

As previously disclosed in the Joint Proxy Statement/Prospectus, Sun, the members of the Sun board of directors (the "Sun Board"), OceanFirst and Merger Sub have been named as defendants in three substantially similar putative class action lawsuits filed by alleged shareholders of Sun in the Superior Court of New Jersey, Burlington County, Chancery Division, captioned  Bruce Oswald v. Sun Bancorp, Inc., et al. , Docket No. C 000070 17;  Robert Rumsey v. Sun Bancorp, Inc., et al. , Docket No. C 000071 17; and  Paul D. Chetcuti v. Sun Bancorp, Inc., et al. , Docket No. C 000072 17. On July 31, 2017, the plaintiffs in such class action lawsuits filed a motion to consolidate all three actions, and for the appointment of interim lead counsel. On August 28, 2017, the court granted the motion to consolidate, consolidating all three actions under the caption  In re Sun Bancorp, Inc. Consolidated Stockholder Litigation , Docket No. C-70-17.  These actions allege, among other things, that the members of the Sun Board breached their fiduciary duties, including by failing to disclose material information about the transaction. In addition, on September 22, 2017, another alleged shareholder of Sun filed a putative class action lawsuit against Sun, the Sun Board, Ocean First and Merger Sub in the United States District Court for the District of New Jersey, captioned Paul Parshall v. Sun Bancorp, Inc., et al. , No. 1:17-cv-07368, in which the plaintiff alleged that the defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended, and certain rules and regulations promulgated thereunder by not disclosing certain allegedly material facts about the transaction.

Sun believes that the claims asserted in these lawsuits are without merit and that no further disclosure is required under applicable law.  However, to avoid the risk that the lawsuits may delay or otherwise adversely affect the consummation of the transaction and to minimize the burden and expense of further litigation, Sun wishes to voluntarily make the supplemental disclosures related to the proposed merger set forth below.  In light of the supplemental disclosures, the plaintiffs in the lawsuits have agreed to dismiss their individual claims with prejudice.  Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable law of any of the disclosures set forth herein.  Sun specifically denies that any further disclosure is required to supplement the Joint Proxy Statement/Prospectus under applicable law.

Supplemental Disclosures

The following materials supplement the statements contained in the Joint Proxy Statement/Prospectus and should be read in conjunction with those statements in their entirety. To the extent the information set forth herein differs from or updates information contained in the Joint Proxy Statement/Prospectus, the information set forth herein shall supersede or supplement the information in the Joint Proxy Statement/Prospectus. Nothing in this Current Report shall be deemed an admission of the legal necessity or materiality of the disclosures set forth herein, either separately or taken together.  All page references are to pages in the Joint Proxy Statement/Prospectus, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement.

The following disclosure is hereby added immediately prior to the first full paragraph on page 57 of the Joint Proxy Statement/Prospectus under the heading "Opinion of Sun's Financial Advisor" :

The following table summarizes the publicly available consensus analyst earnings per share estimates for Sun for the years ending December 31, 2017 through December 31, 2019, as well as estimated internal long-term earnings for the years thereafterbased on an estimated per share growth rate of 8% for 2020 and 2021, as provided by the senior management of Sun.

The following table summarizes the publicly available consensus analyst earnings per share estimates for OceanFirst for the years ending December 31, 2017 through December 31, 2019, as well as estimated internal long-term earnings for the years thereafter based on an estimated per share growth rate of 8% for 2020 and 2021, as provided by the senior management of OceanFirst.

The following disclosure is hereby added immediately prior to the last paragraph on page 60 of the Joint Proxy Statement/Prospectus under the heading "Opinion of Sun's Financial Advisor" :