OceanFirst Financial Corp. (NASDAQ:OCFC) (“OceanFirst”) and Sun
Bancorp, Inc. (NASDAQ:SNBC) (“Sun”) today announced that the
“
Election Deadline” (as described in the election
materials previously provided to holders of record of Sun common
stock (the “Sun Common Stock”), as well as holders of Sun
restricted stock awards and restricted stock unit awards
(collectively, the “Sun Holders”))
is 5:00 p.m. Eastern
Time on January 29, 2018. The Election Deadline is based
on OceanFirst’s and Sun’s current expectation that the proposed
merger transaction (the “Transaction”) will be completed on January
31, 2018, as previously disclosed. However, the completion of the
Transaction remains subject to the satisfaction or waiver of
certain customary conditions contained in that certain Agreement
and Plan of Merger, dated as of June 30, 2017 (the “Merger
Agreement”), by and among OceanFirst, Sun and Mercury Merger Sub
Corp., a wholly-owned subsidiary of OceanFirst.
The Election Deadline, as provided in the Merger
Agreement, is the deadline by which Sun Holders may elect to
receive cash, shares of OceanFirst common stock or both as “merger
consideration” in connection with the Transaction pursuant to a
formula, and subject to allocation and proration procedures, set
forth in the Merger Agreement.
Sun Holders wishing to make an election must
deliver to American Stock Transfer & Trust Company, LLC (the
“Exchange Agent”), a properly completed Election Form, by the
Election Deadline of 5:00 p.m. Eastern Time on January 29, 2018,
except as discussed in the following paragraph with respect to Sun
Holders who hold shares of Sun Common Stock in “street name.” Each
Sun Holder should have received a copy of the Election Form.
The election materials do not provide for a
guaranteed delivery procedure. Sun Holders bear the risk of
ensuring proper and timely delivery of their election
materials.
Sun Holders who hold their shares through a
bank, broker or other nominee or employees who hold their shares
through the Sun 401(k) may be subject to an earlier deadline than
the Election Deadline for making their elections, based on the
instructions of their brokers, banks or other nominees or trustees.
Any Sun Holder that holds shares of Sun Common Stock
through a broker should contact their broker for more
information.
Subject to the allocation and proration
procedures set forth in the Merger Agreement, Sun Holders may elect
to receive, with respect to each share of Sun Common Stock held by
such Sun Holder or underlying such Sun Holder’s restricted stock
awards or restricted stock unit awards, either
- an amount in cash (the “Cash Consideration”) equal to the sum,
rounded to the nearest one-tenth of a cent, of (A) $3.78
and (B) the product, rounded to the nearest one-tenth of
a cent, of 0.7884 multiplied by the volume-weighted average trading
price of shares of common stock, par value $0.01 per share, of
OceanFirst (the “OceanFirst Common Stock”) on the NASDAQ Global
Select Market (as reported by The Wall Street Journal) for the five
full trading days ending on the last trading day preceding January
31, 2018 (the “OceanFirst Share Closing Price”); or
- a number of shares of OceanFirst Common Stock equal to the
quotient (the “Exchange Ratio”), rounded to the nearest one-ten
thousandth, of (A) the Cash Consideration divided by (B) the
OceanFirst Share Closing Price (the “Stock Consideration” and,
together with the Cash Consideration and any cash (without
interest) in lieu of fractional shares of Company Common Stock, the
“Merger Consideration”).
As a result of the allocation and proration
procedures set forth in the Merger Agreement, Sun Holders may
receive cash and OceanFirst common stock in a different proportion
from what they elected, depending on whether either form of
consideration is oversubscribed under the terms of the Merger
Agreement. The aggregate amount of the Cash Consideration
will not exceed the product of (x) $3.78 and (y) the total number
of shares of Sun Common Stock issued and outstanding immediately
prior to the effective time of the Transaction. Sun Holders
will not receive any consideration if the closing of the
Transaction does not occur.
Sun Holders who do not submit properly completed
election materials to the Exchange Agent by the Election Deadline
will be deemed to have made no election and such Sun Holders will
have no control over the type of consideration to be received by
such Sun Holders in the Transaction.
The documents necessary to make an election were
previously mailed to Sun Holders reflected in the records of Sun as
of December 27, 2017. Sun Holders may obtain additional
copies of the election materials by contacting D.F. King & Co.,
Inc., the information agent, at (877) 478-5041 (toll-free) or (212)
493-3910.
A more detailed description of the Merger
Consideration and the allocation and proration procedures
applicable to elections is contained in the Joint Proxy
Statement/Prospectus dated September 20, 2017. Sun Holders are
urged to read the Joint Proxy Statement/Prospectus carefully and in
its entirety. Copies of the Joint Proxy Statement/Prospectus may be
obtained for free by following the instructions below under
“Additional Information About the Proposed Transaction.”
Cautionary Notes on Forward-Looking
Statements
This joint press release contains
forward-looking statements. These forward-looking statements may
include: management plans relating to the Transaction; the expected
timing of the completion of the Transaction; the ability to
complete the Transaction; any statements of the plans and
objectives of management for future operations, products or
services, including the execution of integration plans; any
statements of expectation or belief; and any statements of
assumptions underlying any of the foregoing. Forward-looking
statements are typically identified by words such as “believe,”
“expect,” “anticipate,” “intend” and other similar words and
expressions. Forward-looking statements are subject to numerous
assumptions, risks and uncertainties, which change over time and
are beyond our control. Forward-looking statements speak only as of
the date they are made. Neither OceanFirst nor Sun assumes any duty
or undertakes to update forward-looking statements. Because
forward-looking statements are subject to assumptions and
uncertainties, actual results or future events could differ,
possibly materially, from those that OceanFirst or Sun anticipated
in its forward-looking statements and future results could differ
materially from historical performance. Factors that could cause or
contribute to such differences include, but are not limited to,
those included under Item 1A “Risk Factors” in Sun’s Annual Report
on Form 10-K, those included under Item 1A “Risk Factors” in
OceanFirst’s Annual Report on Form 10-K, those included under Item
1A “Risk Factors” in Sun’s most recent Quarterly Report on Form
10-Q, those included under Item 1A “Risk Factors” in OceanFirst’s
most recent Quarterly Report on Form 10-Q, those disclosed in Sun’s
and OceanFirst’s respective other periodic reports filed with the
Securities and Exchange Commission (the “SEC”), as well as the
possibility that expected benefits may not materialize in the
timeframe expected or at all, or may be more costly to achieve;
that the Transaction may not be timely completed, if at all; that
prior to the completion of the Transaction or thereafter, Sun’s and
OceanFirst’s respective businesses may not perform as expected due
to transaction-related uncertainty or other factors; that the
parties are unable to successfully implement integration
strategies; that outstanding customary closing conditions are not
satisfied in a timely manner or at all; reputational risks and the
reaction of the companies’ customers, employees and other
constituents to the Transaction; and diversion of management time
on merger-related matters. For any forward-looking statements made
in this joint press release or in any documents, each of OceanFirst
and Sun claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995.
Additional Information about the
Proposed Transaction
This communication is being made in respect of
the proposed Transaction involving Sun and OceanFirst and Sun. In
connection with the proposed Transaction, OceanFirst has filed with
the SEC and the SEC has declared effective, a definitive
Registration Statement (File No. 333-220235) on Form S-4, as
amended by that certain Amendment No. 1 to Form S-4, containing a
joint proxy statement/prospectus and other documents regarding the
proposed Transaction. Before making any investment
decision, the respective investors and stockholders of Sun and
OceanFirst are urged to carefully read the entire joint proxy
statement/prospectus that Sun and OceanFirst have mailed to their
respective stockholders and any other relevant documents filed by
either company with the SEC, as well as any amendments or
supplements to those documents, because they will contain important
information about Sun, OceanFirst and the proposed
Transaction. You may also obtain these documents, free of
charge, from OceanFirst by accessing OceanFirst’s website at
www.oceanfirstonline.com under the tab “Investor Relations” and
then under the heading “SEC Filings” or from Sun by accessing Sun’s
website at www.sunnationalbank.com under the tab “Investor
Relations”, then under the heading “Filings” and then under the
heading “SEC Documents.”
Contacts:
For OceanFirst Financial Corp.:Jill HewittSenior Vice
PresidentOceanFirst Financial Corp.Tel: (732) 240-4500, ext.
7513Email: jhewitt@oceanfirst.com
For Sun Bancorp, Inc.:Mike DinneenSenior Vice President,
Director of Marketing & CommunicationsTel: (856) 552-5013Email:
mdinneen@sunnb.com
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