ConnectOne Bancorp, Inc. (Nasdaq: CNOB) (the “Company” or
“ConnectOne”) and Bancorp of New Jersey, Inc. (NYSEAM: BKJ) (“BKJ”)
– As previously announced, the merger of BKJ with and into
ConnectOne is expected to close on or about January 2, 2020. The
deadline for holders of BKJ common stock and certain BKJ equity
awards to elect the form of consideration they wish to receive in
the merger is 5 p.m., EST, on December 30, 2019.
Election materials were mailed on November 29, 2019 to BKJ
security holders. Questions regarding the election materials may be
directed to the exchange agent, Broadridge Corporate Issuer
Solutions, Inc., at (855) 793-5068.
Election Details
As previously announced, holders of BKJ common stock and certain
BKJ equity awards may elect to receive, for each share of BKJ
common stock, either (i) $16.25 in cash, (ii) 0.780 of a share of
CNOB common stock (plus cash in lieu of any fractional shares of
CNOB common stock to which such holder would otherwise be
entitled), or (iii) a combination of cash and shares of CNOB common
stock. The cash and stock elections will be subject to allocation
and proration procedures, which are described in the election
materials, the Joint Proxy Statement/Prospectus, dated October 18,
2019, and in the Agreement and Plan of Merger, dated as of August
15, 2019, by and among ConnectOne and BKJ (the “merger agreement”).
The allocation and proration provisions in the merger agreement are
designed to ensure that, on an aggregate basis, approximately 80
percent of the shares of BKJ common stock outstanding immediately
prior to the completion of the merger will be exchanged for CNOB
common stock, and approximately 20 percent of the shares of BKJ
common stock outstanding immediately prior to the completion of the
merger will be exchanged for cash. A complete description of the
allocation and proration procedures is included in the Joint Proxy
Statement/Prospectus, which was previously provided to equity
holders of BKJ in connection with BKJ’s special meeting of
shareholders. Equity holders should carefully review the section of
the Joint Proxy Statement/Prospectus entitled “Merger
Consideration.”
As further described in the election materials, to make a valid
election, a properly completed election form and letter of
transmittal and any BKJ stock certificate(s), together with any
other required documents described in the election materials, must
be received by Broadridge Corporate Issuer Solutions, Inc., the
exchange agent for the transaction, prior to the election deadline.
BKJ security holders should carefully read the Joint Proxy
Statement/Prospectus, the merger agreement and all the election
materials provided to them before making their elections.
Any security holders who do not make a proper election by the
election deadline will have their shares of BKJ common stock or
equity awards exchanged for cash, shares of CNOB common stock, or a
combination of cash and shares of CNOB common stock, depending on
the valid elections of other BKJ security holders in accordance
with the allocation and proration procedures in the merger
agreement.
BKJ security holders who have election procedure questions or
wish to obtain copies of the election materials may contact
Broadridge Corporate Issuer Solutions, Inc., at (855) 793-5068.
About ConnectOne Bancorp, Inc.
ConnectOne Bancorp, Inc., through its subsidiary, ConnectOne
Bank offers a full suite of both commercial and consumer banking
and lending products and services through its 28 banking offices
located in New York and New Jersey. ConnectOne Bancorp, Inc.
is traded on the Nasdaq Global Market under the trading symbol
“CNOB,” and information about ConnectOne may be found at
https://www.connectonebank.com.
About Bancorp of New Jersey, Inc.
Founded in 2006, Bancorp of New Jersey, Inc. is the holding
company for Bank of New Jersey, which provides traditional
commercial and consumer banking products and services. The Bank of
New Jersey’s corporate office is in Englewood Cliffs and the Bank
of New Jersey currently operates out of 9 branch offices located in
Fort Lee, Hackensack, Haworth, Englewood Cliffs, Englewood,
Cliffside Park, and Woodcliff Lake. For more information about Bank
of New Jersey and its products and services, please visit
http://www.BKJ.net.
Important Information About the Merger
In connection with the proposed merger with BKJ, the Company
filed with the Securities and Exchange Commission (the “SEC”) a
registration statement on Form S-4 (file no. 333-233991)
registering the shares of the Company’s common stock to be issued
in connection with the merger. The registration statement includes
a joint proxy statement/prospectus of BKJ and the Company which was
sent to the shareholders of BKJ and the Company seeking their
respective approval of the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY
STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON
FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH
THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THESE
DOCUMENTS DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY, BKJ AND THE PROPOSED TRANSACTION.
A free copy of these documents, as well as other filings
containing information about the Company and BKJ, may be obtained
at the SEC’s Internet site (http://www.sec.gov). You will also be
able to obtain these documents, free of charge, from the Company at
the “Investor Relations” section of the Company’s web site at
www.connectonebank.com or from BKJ at the “Investor Relations”
section of BKJ’s website at www.bonj.net. Copies of the joint proxy
statement/prospectus can also be obtained, free of charge, by
directing a request to ConnectOne Bancorp, Inc., 301 Sylvan Avenue,
Englewood Cliffs, New Jersey 07632, Attention: Laura Criscione,
Corporate Secretary or to Bancorp of New Jersey, Inc., 1365
Palisade Ave, Fort Lee, New Jersey 07024, Attention: Corporate
Secretary.
Forward-Looking Statements
All non-historical statements in this communication (including,
without limitation, statements regarding the timing of the closing
of the merger) constitute forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are typically identified by words such
as "believe," "expect," "anticipate," "intend," "target,"
"estimate," "continue," "positions," "prospects" or "potential," by
future conditional verbs such as "will," "would," "should," "could"
or "may", or by variations of such words or by similar expressions.
These forward-looking statements are subject to numerous
assumptions, risks and uncertainties which change over time.
Forward-looking statements speak only as of the date they are made.
Except to the extent required by applicable law or regulation,
ConnectOne and BKJ assume no duty to update forward-looking
statements. In addition to factors previously disclosed in
ConnectOne’s and BKJ’s reports filed with the SEC, the following
factors, among others, could cause actual results to differ
materially from forward-looking statements: ability to meet closing
conditions to the acquisition; delay in closing the acquisition;
difficulties and delays in integrating BKJ’s business or fully
realizing cost savings and other benefits; business disruption
following the proposed transaction; 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; customer
disintermediation; the introduction, withdrawal, success and timing
of business initiatives; competitive conditions; the inability to
realize cost savings or revenues or to implement integration plans
and other consequences associated with mergers, acquisitions and
divestitures; economic conditions; changes in ConnectOne’s stock
price before closing, including as a result of the financial
performance of BKJ prior to closing; the reaction to the
transaction of the companies' clients, customers, employees and
counterparties; and 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. Further information regarding the ConnectOne, BKJ and
factors which could affect the forward-looking statements contained
herein can be found in ConnectOne’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2018 and its other filings with
the SEC, and in BKJ’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2018 and its other filings with the
SEC.
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