Item 8.01 Other Events.
For the purposes of Rule 425 under the Securities Act of 1933, as amended (the “Securities Act”), only that information contained in Item 1.01 relating solely to the proposed Merger between the Company and Bridge
Bancorp is being filed under this Item 8.01.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K 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 the Merger, including future financial and operating results, cost savings, enhancements to revenue and accretion to reported earnings that may be realized from the Merger; (ii) the Company’s and
Bridge Bancorp’s plans, objectives, expectations and intentions and other statements contained in this Current Report on Form 8-K that are not historical facts; and (iii) other statements identified by words such as “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 the Company and Bridge Bancorp and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the
control of the Company and Bridge Bancorp. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. 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 the Company and Bridge Bancorp 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, loss of customers 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) the shareholders of the Company or Bridge Bancorp may fail to approve the Merger; (6)
economic, legislative or regulatory changes, including changes in accounting standards, may adversely affect the businesses in which the Company and Bridge Bancorp are engaged; (7) the interest rate environment may further compress margins and
adversely affect net interest income; (8) results may be adversely affected by continued diversification of assets and adverse changes to credit quality; (9) competition from other financial services companies in the Company’s and Bridge Bancorp’s
markets could adversely affect operations; (10) the COVID-19 pandemic is adversely affecting the Company, Bridge Bancorp, 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)
an economic slowdown could adversely affect credit quality and loan originations. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the Company’s and Bridge
Bancorp’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 SEC and available on the SEC’s Internet site (http://www.sec.gov).
Important Additional Information and Where to Find It
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the Merger. No
offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
In connection with the Merger, Bridge Bancorp will filed with the SEC a Registration Statement that includes a joint proxy statement of the Company and Bridge Bancorp and a prospectus of Bridge
Bancorp (the “Joint Proxy Statement/Prospectus”), and each of the Company and Bridge Bancorp may file with the SEC other relevant documents concerning the Merger. The definitive Joint Proxy Statement/Prospectus will be mailed to shareholders of the
Company. Shareholders and investors are urged to read the Registration Statement and the Joint Proxy Statement/Prospectus regarding the Merger carefully and in their entirety and any other relevant documents filed with the SEC by the Company and
Bridge Bancorp, as well as any amendments or supplements to those documents, because they will contain important information about the Company, Bridge Bancorp, and the Merger.
Free copies of the Joint Proxy Statement/Prospectus, as well as other filings containing information about the Company and Bridge Bancorp, may be obtained at the SEC’s website, www.sec.gov, when they
are filed. You will also be able to obtain these documents, free of charge, by directing a request to Bridge Bancorp, Inc., 2200 Montauk Highway, P.O. Box 3005, Bridge Bancorp, New York 11932, Attention: Corporate Secretary, or by calling (631)
537‑1001, ext. 7255, or to Dime Community Bancshares, Inc., 300 Cadman Plaza West, 8th Floor, Brooklyn, New York 11201, Attention: Corporate Secretary, or by calling (718) 782-6200, or by accessing Bridge Bancorp’s website at www.BridgeBancorp.com
under the “Investor Relations” tab or by accessing the Company’s website at www.Dime.com under the “About—Investor Relations” tab. The information on Bridge Bancorp’s and the
Company’s websites is not, and shall not be deemed to be, a part of this Current Report on Form 8-K or incorporated into other filings either company makes with the SEC.