Bridge Bancorp, Inc. (NASDAQ: BDGE), the parent company of Bridgehampton National Bank
, and Community National Bank (OTC: CBNY) jointly announced the signing of a definitive agreement pursuant to which Bridge Bancorp, Inc. ("Bridge Bancorp") will acquire, in an all-stock merger, Community National Bank.
Under the terms of the agreement, shareholders of Community National Bank will receive 0.79 shares of Bridge Bancorp for each share of Community National Bank. Based on Bridge Bancorp's closing stock price on December 12, 2014 of $25.35, the transaction implies a per share value of $20.03 and an aggregate estimated value of $141 million.
Community National Bank currently operates 11 branches in Nassau, Suffolk, Queens and Manhattan Counties with total assets of $945 million, including $750 million in loans, funded by deposits of $826 million. The combined institution will have $3.2 billion in assets, $2.6 billion in deposits and 40 branches serving Long Island and the greater New York metropolitan area.
"We are excited to announce the acquisition of Community National Bank which continues our expansion into Nassau County and New York City
in a meaningful way," said Kevin M. O'Connor
, President and CEO of Bridge Bancorp. "Community National Bank's strong commercial banking expertise and presence in rich lending markets will accelerate our growth and enhance profitability - our combined institutions will be one of the largest community banks operating on Long Island."
Stuart H. Lubow, President and CEO of Community National Bank, commented, "We look forward to combining our business with Bridgehampton National Bank. The merger will allow us to offer broader and enhanced services to our customers. Furthermore, Bridge's culture and community focus is consistent with our own and we are confident this merger will benefit the customers of both institutions."
Bridge Bancorp expects the transaction to be accretive to earnings per share in 2015, excluding estimated merger costs, and approximately 10% accretive to earnings starting in 2016. Bridge Bancorp estimates 6% dilution to tangible book value per share with tangible book value earnback in 3 years.
Effective at the closing of the transaction, Bridge Bancorp will appoint two directors from Community National Bank to join the Board of Directors of the combined company.
The transaction has been approved by the Board of Directors of each company and is expected to close in the second quarter of 2015. Completion of the transaction is subject to customary closing conditions, including the receipt of required regulatory approvals and the approval of Bridge Bancorp and Community National Bank shareholders.
Markets, LLC acted as lead financial advisor to Bridge Bancorp and rendered a fairness opinion to the Board of Directors of Bridge Bancorp in connection with the transaction. Sandler O'Neill & Partners, L.P. also rendered a fairness opinion to Bridge Bancorp's Board of Directors. Luse Gorman Pomerenk & Schick, P.C. acted as its legal advisor. Raymond James & Associates, Inc. acted as financial advisor to Community National Bank and Day Pitney LLP acted as its legal advisor.