UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported): November 16, 2020
BRIDGE BANCORP, INC.
(Exact name of the registrant as specified
in its charter)
New York
|
|
001-34096
|
|
11-2934195
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.)
|
2200 Montauk Highway
|
|
|
Bridgehampton, New York
|
|
11932
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(631) 537-1000
(Registrant’s telephone number)
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)
|
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $0.01 Par Value
|
BDGE
|
The Nasdaq Stock Market, LLC
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
As previously disclosed,
on July 1, 2020, Bridge Bancorp, Inc. (the “Company” or “Bridge Bancorp”) entered into an Agreement and
Plan of Merger (the “Merger Agreement”) with Dime Community Bancshares, Inc. ( “Dime”), pursuant to which
Dime will merge with and into Bridge Bancorp (the “Merger”).
The Supplemental Disclosures
described in this Current Report on Form 8-K supplements the joint proxy statement of the Company and Dime and a prospectus of
the Company (the “Proxy Statement/Prospectus”) filed with the U.S. Securities
and Exchange Commission (“SEC”) on October 16, 2020 and first mailed to Bridge Bancorp shareholders on or about October
21, 2020, and should be read in conjunction with the Proxy Statement/Prospectus, which Proxy Statement/Prospectus should
be read in its entirety, along with periodic reports and other information the Company has filed with the SEC. To the extent that
the information set forth herein differs from or updates information contained in the Proxy Statement/Prospectus, the information
set forth herein shall supersede or supplement the information in the Proxy Statement/Prospectus. All page references below are
to pages in the Proxy Statement/Prospectus, and terms used below, unless otherwise defined herein, have the meanings set forth
in the Proxy Statement/Prospectus.
Supplemental Disclosures
Opinion of Dime’s Financial Advisor
The disclosure under the heading “Description
of the Merger – Opinion of Dime’s Financial Advisor- Material Financial Analyses” and the subheading “Contribution
Analysis.” is hereby amended by deleting the first sentence and replacing it in its entirety on page 82 of the Proxy Statement/Prospectus
with the following:
Raymond James analyzed
the relative contribution of Dime and Bridge to certain financial and operating metrics for the pro forma resulting company
resulting from the merger, in each case, as provided by Dime management.
The disclosure under the heading “Description
of the Merger – Opinion of Dime’s Financial Advisor- Material Financial Analyses” and the subheading “Contribution
Analysis.” is hereby amended by deleting the table of financial and operating metrics on page 82 of the Proxy Statement/Prospectus
and replacing it with the following:
$ in millions
|
|
Bridge
|
|
|
Dime
|
|
|
Implied
Exchange Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
5,061
|
|
|
|
44.4
|
%
|
|
$
|
6,348
|
|
|
|
55.6
|
%
|
|
|
0.76
|
x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Loans
|
|
$
|
3,762
|
|
|
|
.9
|
%
|
|
$
|
5,207
|
|
|
|
58.1
|
%
|
|
|
0.84
|
x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Deposits
|
|
$
|
4,056
|
|
|
|
48.9
|
%
|
|
$
|
4,240
|
|
|
|
51.1
|
%
|
|
|
0.63
|
x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest Bearing Deposits
|
|
$
|
1,482
|
|
|
|
75.6
|
%
|
|
$
|
479
|
|
|
|
24.4
|
%
|
|
|
0.20
|
x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible Common Equity
|
|
$
|
385
|
|
|
|
42.7
|
%
|
|
$
|
518
|
|
|
|
57.3
|
%
|
|
|
0.81
|
x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LTM Core Net Income
|
|
$
|
48.6
|
|
|
|
57.8
|
%
|
|
$
|
35.4
|
|
|
|
42.2
|
%
|
|
|
0.44
|
x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020E Net Income
|
|
$
|
50.8
|
|
|
|
56.5
|
%
|
|
$
|
39.1
|
|
|
|
43.5
|
%
|
|
|
0.47
|
x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021E Net Income
|
|
$
|
51.3
|
|
|
|
54.7
|
%
|
|
$
|
42.5
|
|
|
|
45.3
|
%
|
|
|
0.50
|
x
|
The disclosure under the heading “Description
of the Merger – Opinion of Dime’s Financial Advisor- Material Financial Analyses” and the subheading “Discounted
Cash Flow Analysis.” is hereby supplemented by adding the following to the last paragraph on page 82 which carries to the
first paragraph of page 83 of the Proxy Statement/Prospectus as a new third sentence:
Raymond James arrived
at this range by using the median of the historical 2-year price to next twelve month EPS multiple for the NASDAQ Bank Index of
approximately 12.0x and added 1.0x to get the high of that range and subtracted 1.0x to get the low of that range.
The disclosure under the heading “Description
of the Merger – Opinion of Dime’s Financial Advisor- Material Financial Analyses” and the subheading “Discounted
Cash Flow Analysis.” is hereby amended by deleting the first sentence of the first full paragraph on page 83 of the Proxy
Statement/Prospectus and replacing it with the following:
For Dime and Bridge,
Raymond James used discount rates ranging from 9.75% to 12.75%. Raymond James arrived at its discount rate range by using the 2019
Duff & Phelps Valuation Handbook to estimate their respective discount rates at approximately 11.25% and then added 1.5% to
get the high of that range and subtracted 1.5% to get the low of that range of estimated discount rates.
The disclosure under the heading “Description
of the Merger – Opinion of Dime’s Financial Advisor- Material Financial Analyses” and the subheading “Select
Companies Analysis.” is hereby amended by deleting the table of companies following the first paragraph of this subsection
on page 83 of the Proxy Statement/Prospectus with the following and replacing it with the following:
|
|
Price / TBV
|
|
|
Price / LTM Core EPS
|
|
|
Price / Next FY EPS
|
|
NBT Bancorp Inc.
|
|
|
162
|
%
|
|
|
12.9
|
x
|
|
|
14.1
|
x
|
ConnectOne Bancorp, Inc.
|
|
|
101
|
%
|
|
|
7.3
|
x
|
|
|
8.7
|
x
|
Flushing Financial Corporation
|
|
|
61
|
%
|
|
|
9.9
|
x
|
|
|
7.3
|
x
|
Lakeland Bancorp, Inc.
|
|
|
100
|
%
|
|
|
8.5
|
x
|
|
|
9.8
|
x
|
Kearny Financial Corp.
|
|
|
80
|
%
|
|
|
16.0
|
x
|
|
|
16.1
|
x
|
Tompkins Financial Corporation
|
|
|
165
|
%
|
|
|
14.1
|
x
|
|
|
16.3
|
x
|
Peapack-Gladstone Financial Corporation
|
|
|
78
|
%
|
|
|
9.5
|
x
|
|
|
10.1
|
x
|
Amalgamated Bank
|
|
|
86
|
%
|
|
|
8.6
|
x
|
|
|
12.1
|
x
|
TrustCo Bank Corp NY
|
|
|
111
|
%
|
|
|
11.0
|
x
|
|
|
11.5
|
x
|
Northfield Bancorp, Inc.
|
|
|
86
|
%
|
|
|
15.9
|
x
|
|
|
14.2
|
x
|
Financial Institutions, Inc.
|
|
|
86
|
%
|
|
|
8.1
|
x
|
|
|
9.0
|
x
|
First of Long Island Corporation
|
|
|
103
|
%
|
|
|
10.0
|
x
|
|
|
10.7
|
x
|
Metropolitan Bank Holding Corp.
|
|
|
91
|
%
|
|
|
10.1
|
x
|
|
|
7.7
|
x
|
Arrow Financial Corporation
|
|
|
156
|
%
|
|
|
12.0
|
x
|
|
|
12.5
|
x
|
BCB Bancorp, Inc
|
|
|
77
|
%
|
|
|
9.0
|
x
|
|
|
12.0
|
x
|
First Bank
|
|
|
63
|
%
|
|
|
8.3
|
x
|
|
|
7.5
|
x
|
The disclosure under the heading “Description
of the Merger – Opinion of Dime’s Financial Advisor- Material Financial Analyses” and the subheading “Pro
Forma Discounted Cash Flow Analysis.” is hereby supplemented by adding the following to the last full paragraph on page 84
of the Proxy Statement/Prospectus as a new third sentence following the number “12.00%”:
Raymond James arrived
at its discount rate range by using the 2019 Duff & Phelps Valuation Handbook to estimate the pro forma company’s discount
rate at approximately 10.50% and then added 1.5% to get the high of that range and subtracted 1.5% to get the low of that range
of estimated discount rates.
The disclosure under the heading “Description
of the Merger – Opinion of Dime’s Financial Advisor- Material Financial Analyses” and the subheading “Pro
Forma Discounted Cash Flow Analysis.” is hereby amended by deleting the current third sentence (or new fourth sentence following
the supplemental sentence added per the disclosure immediately above) of the last full paragraph on page 84 of the Proxy Statement/Prospectus
and replacing it with the following:
The range of values
was derived by adding (i) the present value of the estimated excess cash flows that the pro forma resulting company could generate
over the period from January 1, 2021 through December 31, 2024 and (ii) the present value of the pro forma resulting company’s
implied terminal value at the end of such period, in each case applying the estimated Pro Forma Financial Adjustments.
The disclosure under the heading “Description
of the Merger – Opinion of Dime’s Financial Advisor- Material Financial Analyses” and the subheading “Pro
Forma Discounted Cash Flow Analysis.” is hereby supplemented by adding the following to the last full paragraph on page 84
of the Proxy Statement/Prospectus as a new sixth sentence following the words “estimated 2025 earnings”:
Raymond James arrived
at this range by using the median of the historical 2-year price to next twelve month EPS multiple for the NASDAQ Bank Index of
approximately 12.0x and added 1.0x to get the high of that range and subtracted 1.0x to get the low of that range.
The disclosure under the heading “Description
of the Merger – Opinion of Dime’s Financial Advisor – Material Financial Analyses” and the subheading “Additional
Considerations.” is hereby amended by deleting the third sentence of the second full paragraph on page 86 of the Proxy Statement/Prospectus
and replacing it with the following:
Raymond James provided
certain services to Dime and BNB Bank in the previous two years, including (i) having served as joint book-running manager
for Dime’s public offering of preferred stock in January 2020 and sole book-running manager for Dime’s public
offering of preferred stock in June 2020, for which Raymond James received fees of approximately $2.6 million, (ii) having
served and then-currently serving as agent for a share purchase program of Dime, for which it has been paid commissions of less
than $100,000 and may be paid commissions in the future and (iii) engaging in fixed income trading activity with BNB Bank,
for which it has earned income of less than $100,000.
Opinion of Bridge’s Financial
Advisor
The disclosure under the heading “Description
of the Merger — Opinion of Bridge’s Financial Advisor— Comparable Company Analyses” is hereby amended by
deleting the table of company names at the top of page 96 (the Bridge Peer Group) of the Proxy Statement/Prospectus and replacing
it with the following:
The disclosure under the heading “Description
of the Merger — Opinion of Bridge’s Financial Advisor — Comparable Company Analyses” is hereby amended
by deleting the table of company names at the top of page 97 (Dime Peer Group) of the Proxy Statement/Prospectus and replacing
it with the following:
The disclosure under the heading “Description
of the Merger — Opinion of Bridge’s Financial Advisor — Net Present Value Analyses” is hereby supplemented
by adding the following to the first paragraph thereunder as a new third sentence following the number 150% at the top of page
98 of the Proxy Statement/Prospectus:
PSC selected these
price to earnings and tangible book value multiples based on PSC’s review of, among other matters, the trading multiples
of selected companies that PSC deemed to be comparable to Bridge.
The disclosure under the heading “Description
of the Merger — Opinion of Bridge’s Financial Advisor — Net Present Value Analyses” is hereby supplemented
by adding the following table after the Earnings Per Share Multiples chart (Annual Estimate Variance) at the bottom of page 98
of the Proxy Statement/Prospectus:
The following table
describes the discount rate calculation for Bridge common stock prepared by PSC. In its normal course of business PSC employs the
Duff & Phelps Cost of Capital Navigator and Bloomberg in determining an appropriate discount rate in which the discount rate
equals the risk free rate plus the product of the 2-year beta for Bridge common stock and the equity risk premium, plus the size
premium.
Risk Free Rate
|
0.66%
|
|
Per Duff & Phelps Normalized Rate
|
2 Year Beta of Stock
|
102.1%
|
|
Bloomberg
|
Equity Risk Premium
|
7.15%
|
|
Per Duff & Phelps Cost of Capital Navigator
|
Size Premium
|
3.16%
|
|
Per Duff & Phelps Cost of Capital Navigator
|
Discount Rate
|
11.12%
|
|
|
The disclosure under the heading “Description
of the Merger — Opinion of Bridge’s Financial Advisor — Net Present Value Analyses” is hereby supplemented
by adding the following to the first full paragraph at the top of page 99 of the Proxy Statement/Prospectus as a new third sentence
following the number 150%:
PSC selected these
price to earnings and tangible book value multiples based on PSC’s review of, among other matters, the trading multiples
of selected companies that PSC deemed to be comparable to Dime.
The disclosure under the heading “Description
of the Merger — Opinion of Bridge’s Financial Advisor — Net Present Value Analyses” is hereby supplemented
by adding the following table after the Earnings Per Share Multiples chart (Annual Estimate Variance) at the bottom of page 99
of the Proxy Statement/Prospectus:
The following table
describes the discount rate calculation for Dime common stock prepared by PSC. In its normal course of business, PSC employs the
Duff & Phelps Cost of Capital Navigator and Bloomberg in determining an appropriate discount rate in which the discount rate
equals the risk free rate plus the product of the 2-year beta for Dime common stock and the equity risk premium, plus the size
premium.
Risk Free Rate
|
0.66%
|
|
Per Duff & Phelps Normalized Rate
|
2 Year Beta of Stock
|
115.8%
|
|
Bloomberg
|
Equity Risk Premium
|
7.15%
|
|
Per Duff & Phelps Cost of Capital Navigator
|
Size Premium
|
3.16%
|
|
Per Duff & Phelps Cost of Capital Navigator
|
Discount Rate
|
12.10%
|
|
|
Unaudited Prospective Financial Information
The disclosure under the heading “Description
of the Merger – Unaudited Prospective Financial Information” is hereby amended by deleting the second and third full
paragraphs, the tables immediately following each of those paragraphs, as well as the fourth full paragraph on page 102 and replacing
them with the following text and tables:
In connection with
their respective opinions, Raymond James and PSC relied upon and utilized some or all of the Projections provided to them by management
for Dime and Bridge, respectively, which include among other things unaudited prospective earnings estimates for Dime for the 12 months
ending December 31, 2020 through December 31, 2024 as presented in the following table. As noted in the table below,
for purposes of the financial analyses performed in connection with PSC’s opinion and the opinion of Raymond James, Bridge
and Dime discussed with PSC and Raymond James, and PSC and Raymond James used publicly available consensus “street estimates”
of net income for Dime and Bridge, which were $39.1 million for Dime’s fiscal year ending December 31, 2020, $42.5 million
for Dime’s fiscal year ending December 31, 2021, $50.8 million for Bridge’s fiscal year ending December 31,
2020, and $51.3 million for Bridge’s fiscal year ending December 31, 2021. In addition, as reflected in the table
below, for purposes of the financial analyses, Bridge’s and Dime’s management also provided to and discussed with PSC
and Raymond James an estimated annual pre-tax, pre-provision earnings growth rate for Dime and Bridge of 5% per year for the fiscal
year ending December 31, 2022 and an earnings per share growth rate of 6% per year for periods beyond December 31, 2022.
(in millions, except per share data)
|
|
|
|
|
|
At or for the 12 Months Ended December 31,
|
|
|
|
|
2020
|
|
|
2021
|
|
|
2022
|
|
|
2023
|
|
|
2024
|
|
|
2025
|
|
Total Assets
|
|
$
|
6,355
|
|
|
$
|
6,444
|
|
|
$
|
6,640
|
|
|
$
|
6,844
|
|
|
$
|
7,056
|
|
|
|
|
|
Tangible Common Equity
|
|
$
|
522
|
|
|
$
|
546
|
|
|
$
|
580
|
|
|
$
|
618
|
|
|
$
|
659
|
|
|
|
|
|
Loans / Deposits
|
|
|
121
|
%
|
|
|
119
|
%
|
|
|
119
|
%
|
|
|
119
|
%
|
|
|
119
|
%
|
|
|
|
|
Net Income
|
|
$
|
39.1
|
|
|
$
|
42.5
|
|
|
$
|
53.0
|
|
|
$
|
56.2
|
|
|
$
|
59.5
|
|
|
$
|
63.1
|
|
Return on Average Assets
|
|
|
0.69
|
%
|
|
|
0.78
|
%
|
|
|
0.92
|
%
|
|
|
0.94
|
%
|
|
|
0.96
|
%
|
|
|
|
|
Earnings per Share
|
|
$
|
1.15
|
|
|
$
|
1.28
|
|
|
$
|
1.60
|
|
|
$
|
1.69
|
|
|
$
|
1.79
|
|
|
|
|
|
Dividends per Share
|
|
$
|
0.56
|
|
|
$
|
0.56
|
|
|
$
|
0.56
|
|
|
$
|
0.56
|
|
|
$
|
0.56
|
|
|
|
|
|
Tangible Book Value per Share
|
|
$
|
15.71
|
|
|
$
|
16.43
|
|
|
$
|
17.46
|
|
|
$
|
18.60
|
|
|
$
|
19.83
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
At or for the 12 Months Ended December 31,
|
|
|
|
3/31/2020
|
|
|
12/31/20
|
|
|
2021
|
|
|
2022
|
|
|
2023
|
|
|
2024
|
|
Excess Cash Flows (undiscounted)
|
|
$
|
15.7
|
|
|
$
|
31.3
|
|
|
$
|
36.1
|
|
|
$
|
37.7
|
|
|
$
|
39.8
|
|
|
$
|
42.1
|
(1)
|
(1) Does not include the implied terminal
value.
In connection with
their respective opinions, Raymond James and PSC relied upon and utilized some or all of the Projections provided to them by management
for Dime and Bridge, respectively, which include among other things unaudited prospective earnings estimates for Bridge for the
12 months ending December 31, 2020 through December 31, 2024 as presented in the following table.
(in millions, except per share data)
|
|
|
|
|
|
|
At or for the 12 Months Ended December 31,
|
|
|
|
|
2020
|
|
|
2021
|
|
|
2022
|
|
|
2023
|
|
|
2024
|
|
|
2025
|
|
Total Assets
|
|
$
|
5,274
|
|
|
$
|
5,524
|
|
|
$
|
5,783
|
|
|
$
|
6,057
|
|
|
$
|
6,347
|
|
|
|
|
|
Tangible Common Equity
|
|
$
|
413
|
|
|
$
|
446
|
|
|
$
|
485
|
|
|
$
|
526
|
|
|
$
|
571
|
|
|
|
|
|
Loans / Deposits
|
|
|
92
|
%
|
|
|
91
|
%
|
|
|
91
|
%
|
|
|
91
|
%
|
|
|
91
|
%
|
|
|
|
|
Net Income
|
|
$
|
50.8
|
|
|
$
|
51.3
|
|
|
$
|
56.8
|
|
|
$
|
60.2
|
|
|
$
|
63.9
|
|
|
$
|
67.7
|
|
Return on Average Assets
|
|
|
0.99
|
%
|
|
|
0.95
|
%
|
|
|
1.00
|
%
|
|
|
1.02
|
%
|
|
|
1.03
|
%
|
|
|
|
|
Earnings per Share
|
|
$
|
2.58
|
|
|
$
|
2.60
|
|
|
$
|
2.88
|
|
|
$
|
3.05
|
|
|
$
|
3.24
|
|
|
|
|
|
Dividends per Share
|
|
$
|
0.96
|
|
|
$
|
0.96
|
|
|
$
|
0.96
|
|
|
$
|
0.96
|
|
|
$
|
0.96
|
|
|
|
|
|
Tangible Book Value per Share
|
|
$
|
20.93
|
|
|
$
|
22.61
|
|
|
$
|
24.56
|
|
|
$
|
26.65
|
|
|
$
|
28.93
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
At or for the 12 Months Ended December 31,
|
|
|
|
3/31/2020
|
|
|
12/31/20
|
|
|
2021
|
|
|
2022
|
|
|
2023
|
|
|
2024
|
|
Excess Cash Flows (undiscounted)
|
|
$
|
(12.1
|
)
|
|
$
|
26.0
|
|
|
$
|
32.8
|
|
|
$
|
37.4
|
|
|
$
|
38.6
|
|
|
$
|
40.6
|
(1)
|
(1) Does not include the implied terminal value.
The following table
presents the unaudited prospective earnings and excess cash flow estimates for the pro forma resulting company for the 12 months
ending December 31, 2021 through December 31, 2025 used by Raymond James for the Pro Forma Discounted Cash Flow Analysis.
(in millions, except per share data)
|
|
|
|
|
|
At or for the 12 Months Ended December 31,
|
|
|
|
|
2021
|
|
|
2022
|
|
|
2023
|
|
|
2024
|
|
|
2025
|
|
Net Income
|
|
$
|
115.3
|
|
|
$
|
130.7
|
|
|
$
|
131.1
|
|
|
$
|
137.0
|
|
|
$
|
149.2
|
|
|
|
|
|
|
At or for the 12 Months Ended December 31,
|
|
|
|
12/31/20
|
|
|
2021
|
|
|
2022
|
|
|
2023
|
|
|
2024
|
|
Excess Cash Flows (undiscounted)
|
|
$
|
(48.1
|
)
|
|
$
|
107.1
|
|
|
$
|
97.2
|
|
|
$
|
94.0
|
|
|
$
|
97.1
|
(1)
|
(1) Does not include the implied terminal
value.
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 Dime’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 Dime and are inherently subject to significant business, economic and competitive uncertainties
and contingencies, many of which are beyond the control of the Company and Dime. 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 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, 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 Dime 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 Dime 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 Dime’s markets could adversely affect operations;
(10) the COVID-19 pandemic is adversely affecting the Company, Dime, 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 Dime’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 has filed with the SEC a Registration Statement that includes a joint proxy statement of the Company
and Dime and a prospectus of Bridge Bancorp (the “Joint Proxy Statement/Prospectus”), and each of the Company and Dime
may file with the SEC other relevant documents concerning the Merger. The definitive Joint Proxy Statement/Prospectus has been
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 Dime, as well as any amendments or supplements to those documents, because they will contain important information
about the Company, Dime, and the Merger.
Free copies of the
Joint Proxy Statement/Prospectus, as well as other filings containing information about the Company and Dime, 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 Dime’s website at www.Dime.com under
the “About—Investor Relations” tab. The information on Bridge Bancorp’s and Dime’s websites are 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.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
BRIDGE BANCORP, INC.
|
|
|
|
|
|
|
Dated: November 16, 2020
|
By:
|
/s/Kevin M. O’Connor
|
|
|
Kevin M. O’Connor
|
|
|
President and Chief Executive Officer
|
Dime Community Bancshares (NASDAQ:DCOM)
Historical Stock Chart
From Aug 2024 to Sep 2024
Dime Community Bancshares (NASDAQ:DCOM)
Historical Stock Chart
From Sep 2023 to Sep 2024