Bridge Bancorp, Inc. and Dime Community Bancshares, Inc. Close Merger of Equals
February 01 2021 - 8:00AM
Bridge Bancorp Inc. (Nasdaq: BDGE) (“Bridge”) and Dime Community
Bancshares, Inc. (Nasdaq: DCOM) (“Legacy Dime”) today announced the
successful closing of the previously announced merger of equals
between the respective companies.
Pursuant to the terms of the agreement dated July 1, 2020, each
share of Legacy Dime was converted into 0.648 common shares of
Bridge and the combined company was renamed Dime Community
Bancshares, Inc. Beginning today, the combined company will trade
on The NASDAQ Global Select Market under the ticker “DCOM”.
In addition, each share of Legacy Dime 5.50% Series A
Non-Cumulative Perpetual Preferred Stock has converted into one
share of Dime 5.50% Series A Non-Cumulative Perpetual Preferred
Stock and beginning today will trade on The NASDAQ Global Select
Market under the symbols “DCOMP”.
Chief Executive Officer Kevin O’Connor and Executive Chairman
Kenneth Mahon issued the following joint statement: “The completion
of this transaction unites two iconic New York community banks
creating the premier community-based business bank in our
region. Our enhanced branch footprint and increased capital
base will allow the combined bank to better serve the needs of our
customers across the greater New York and Long Island
marketplaces. We are very excited to begin this new chapter
in our institutions’ histories.”
Piper Sandler Companies acted as financial advisor, and rendered
a fairness opinion to the board of directors of Bridge. Luse
Gorman, PC served as legal counsel to Bridge. Raymond James acted
as financial advisor, and rendered a fairness opinion to the board
of directors of Legacy Dime. Holland & Knight LLP served as
legal counsel to Legacy Dime.
Customers Will Not Experience Any Immediate Changes to
Their Banking Relationship As a result of the merger,
customers will not experience any immediate changes to their
accounts, loan payment terms, access to account information through
mobile and online banking applications, use of debit cards, or
access to ATMs. The company expects to combine its banking
technology platforms by early in the second quarter of 2021 without
any disruption to customers. Customers can find additional
information at Dime.com/merger.
Creating a Premier Community-Based Bank in New
York The merger combines two complementary banking
technology platforms to create a premier community-based business
bank. The combined company will have over $12 billion in assets,
over $9 billion in total deposits, and over 60 branches spanning
Manhattan to Montauk.
Cautionary Note Regarding Forward-Looking
StatementsThis 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) 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 management of Dime and are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, many of which are beyond the control of 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)
economic, legislative or regulatory changes, including changes in
accounting standards, may adversely affect the businesses in which
Dime is engaged; (5) the interest rate environment may further
compress margins and adversely affect net interest income; (6)
results may be adversely affected by continued adverse changes to
credit quality; (7) competition from other financial services
companies in Dime’s markets could adversely affect operations; (8)
an economic slowdown could adversely affect credit quality and loan
originations; (9) the COVID-19 pandemic is adversely affecting Dime
and its 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 (10) other factors that may affect
future results of Dime 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 Dime
and Bridge’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).
Dime cautions that the foregoing list of factors is not
exclusive. All subsequent written and oral forward-looking
statements concerning the proposed transaction or other matters
attributable to Dime or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statements
above. Dime does not undertake any obligation to update any
forward-looking statement to reflect circumstances or events that
occur after the date the forward-looking statements are made.
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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