OceanFirst Financial Corp. and Ocean Shore Holding Co. Receive Stockholder Approvals for Merger
November 23 2016 - 9:20AM
OceanFirst Financial Corp. (“OceanFirst”) (NASDAQ:OCFC),
headquartered in Toms River, New Jersey and Ocean Shore Holding Co.
(“Ocean Shore”) (NASDAQ:OSHC) headquartered in Ocean City, New
Jersey jointly announced that the companies have received the
requisite stockholder approvals for the merger of the two companies
that was announced on July 13, 2016. As previously announced,
the required regulatory approvals for the proposed transaction have
been obtained. OceanFirst and Ocean Shore expect the
transaction to close on November 30, 2016.
Upon completion of the transaction, it is
estimated that OceanFirst and Ocean Shore will have combined assets
of $5.3 billion, loans of $4.0 billion, deposits of $4.0 billion
and 61 full service banking locations throughout central and
southern New Jersey.
OceanFirst President and Chief Executive
Officer, Christopher D. Maher, said, “With all of the necessary
approvals received, we will proceed with our plans to complete the
merger with Ocean Shore on November 30th. It is my pleasure
to welcome the Ocean Shore stockholders, along with the customers
and employees of Ocean City Home Bank, into our growing OceanFirst
family.”
Ocean Shore President and Chief Executive
Officer, Steven E. Brady added, “I am looking forward to merging
our Ocean Shore organization with OceanFirst to provide enhanced
value to our customers, the communities we serve and our
stockholders. We are proud to join the OceanFirst franchise
and be part of the largest New Jersey-based community bank
operating in the central and southern part of our state.”
About OceanFirst Financial
Corp.OceanFirst Financial Corp.’s subsidiary, Ocean First
Bank, founded in 1902, is a community bank with $4.2 billion in
assets and 50 branches located throughout central and southern New
Jersey. OceanFirst Bank delivers commercial and residential
financing solutions, wealth management, and deposit services and is
the largest and oldest community-based financial institution
headquartered in Ocean County, New Jersey.
About Ocean Shore Holding
Co.Ocean Shore Holding Co. is the holding company for
Ocean City Home Bank. Founded in 1887, Ocean City Home Bank
operates 11 branch offices throughout Cape May and Atlantic
Counties in New Jersey. Ocean City Home Bank places a strong
emphasis on obtaining deposits by offering checking account
products and services for consumers, businesses, municipalities and
local boards of education. Additionally, Ocean City Home Bank
provides savings accounts designed to fit any need. Ocean
City Home Bank also provides a full menu of residential, consumer
and commercial lending options. The goal at Ocean City Home
Bank is to develop strong relationships with customers by
continually offering innovative products and services that will
fill all their financial needs. Ocean City Home Bank works
diligently every day to earn its reputation as “the bank people
trust.”
Forward-Looking StatementsThis
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; the ability
to satisfy customary closing conditions; 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; projections related to certain
financial metrics; and any statements of assumptions underlying any
of the foregoing. Forward-looking statements are typically
identified by words such as “believe,” “expect,” “anticipate,”
“intend,” “outlook,” “estimate,” “forecast,” “project” 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 Ocean Shore assumes any duty and does not undertake
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 Ocean Shore 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 OceanFirst’s Annual
Report on Form 10-K, those included under Item 1A “Risk Factors” in
Ocean Shore’s Annual Report on Form 10-K, those disclosed in
OceanFirst’s and Ocean Shore’s respective other periodic reports
filed with the Securities and Exchange Commission (the “SEC”),
those included in the joint proxy statement/prospectus that
OceanFirst and Ocean Shore have mailed to their respective
stockholders, 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, OceanFirst’s and Ocean Shore’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
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 press release or in any
documents, OceanFirst and Ocean Shore claim the protection of the
safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.
Annualized, pro forma, projected and estimated
numbers are used for illustrative purpose only, are not forecasts
and may not reflect actual results.
Additional Information about the
TransactionThis joint press release is being made in
respect of the proposed transaction involving OceanFirst and Ocean
Shore. This communication shall not constitute an offer to sell or
the solicitation of any offer to buy any securities. In connection
with the proposed transaction, OceanFirst has filed with the SEC
and the SEC has declared effective, a definitive Registration
Statement (File No. 333-213307) on 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 OceanFirst and Ocean Shore
are urged to carefully read the entire joint proxy
statement/prospectus that OceanFirst and Ocean Shore 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 OceanFirst, Ocean Shore and the proposed
transaction. Copies of the joint proxy statement/prospectus may be
obtained free of charge at the SEC’s website at http://www.sec.gov,
or by directing a request to OceanFirst Financial Corp., 975 Hooper
Avenue, Toms River, New Jersey 08753, Attn: Jill Apito Hewitt,
Senior Vice President and Investor Relations Officer, or Ocean
Shore Holding Co., 1001 Asbury Avenue, Ocean City, New Jersey
08226, Attn: Steven E. Brady, President and Chief Executive
Officer.
For OceanFirst Financial Corp.:
Christopher D. Maher, 732-240-4500
President and Chief Executive Officer
or
For Ocean Shore Holding Co.:
Steven E. Brady, 609-399-0012
President and Chief Executive Officer
Ocean Shore Holding Co. (NASDAQ:OSHC)
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