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8-K - FORM 8-K - Dime Community Bancshares, Inc. /NY/ | g26057e8vk.htm |
EX-2.1 - EX-2.1 - Dime Community Bancshares, Inc. /NY/ | g26057exv2w1.htm |
Exhibit 99.1
BRIDGE BANCORP, INC. CONTACT
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HAMPTONS STATE BANK CONTACT | |
Kevin M. OConnor
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Ronald M. Krawczyk | |
President & CEO
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President & CEO | |
631-537-1000
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631-287-9500 | |
koconnor@bridgenb.com
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rkrawczyk@hamptonsbank.com |
FOR IMMEDIATE RELEASE
BRIDGE BANCORP, INC. TO ACQUIRE HAMPTONS STATE BANK
BRIDGEHAMPTON AND SOUTHAMPTON, NY, FEBRUARY 8, 2011 The Boards of Directors of Bridge Bancorp,
Inc. (Nasdaq: BDGE), the holding company for Bridgehampton National Bank, and Hamptons State Bank
jointly announced today a definitive merger agreement under which Bridgehampton National Bank will
acquire Hamptons State Bank.
The transaction augments Bridge Bancorps franchise in eastern Long Island and the combined entity
will serve customers through a network of 20 branches and have total assets of approximately $1.1
billion and deposits of $1.0 billion.
Under the terms of the Agreement, each share of Hamptons State Bank will be converted into 0.3434
shares of Bridge Bancorp common stock. Bridge Bancorp will issue approximately 274,000 shares,
which will represent 4.1% of the total shares of Bridge Bancorp common stock to be outstanding.
Based upon Bridge Bancorps closing stock price on February 7, 2011, the transaction value is
approximately $6.3 million and represents 136% of Hamptons State Banks tangible book value as of
December 31, 2010, and a 4.4% premium on core deposits.
The acquisition, once closed, is expected to be accretive to Bridge Bancorps earnings, including
anticipated net cost savings, which are expected to be 35% or more of Hamptons State Banks current
non-interest expense. Similarly, the merger is expected to be accretive to Bridge Bancorps book
value and tangible book value.
In announcing the transaction, Kevin M. OConnor, President and CEO of Bridge Bancorp, Inc. said,
Like Bridgehampton, Hamptons State Bank is a proud community institution built on a solid
foundation of customer and community commitment. This is a natural extension of our franchise and
our community and customer focus. Hamptons State Bank customers will benefit
from access to an
expanded network of branches and resources, while continuing to benefit from local management and
decision making.
Ronald M. Krawczyk, President and CEO of Hamptons State Bank, commenting on the Agreement said,
This transaction represents excellent value for Hamptons State Bank shareholders. I am extremely
proud of our fine organization and its legacy of customer and community service. Bridgehampton
National Bank is an outstanding in-market competitor sharing our passion for customer service and
our dedication to improving the quality of life in the communities we serve. Our Board of
Directors, in considering various strategic alternatives, placed great value on the compatibility
of Bridgehampton National Banks culture and strategy, its leadership and attractive stock
attributes.
The acquisition, which has been unanimously approved by the boards of directors of Bridge Bancorp
and Hamptons State Bank, is subject to the approval of Hamptons State Bank shareholders and the
approval of bank regulatory authorities, as well as other customary conditions. The parties expect
to close the transaction in the third quarter of 2011.
Bridge Bancorp was advised by the investment banking firm of Northeast Capital & Advisory, Inc. and
the law firm of Luse Gorman Pomerenk & Schick, PC. Hamptons State Bank was advised by the
investment banking firm of Sandler ONeill & Partners, L.P. and the law firm of Harris Beach, PLLC.
About Bridge Bancorp
Bridge Bancorp, Inc. is a one bank holding company engaged in commercial banking and financial
services through its wholly owned subsidiary, The Bridgehampton National Bank. Established in 1910,
the Bank, with assets of approximately $1.0 billion, and a primary market area of the North and
South Forks of Eastern Long Island, extending westward into Brookhaven and Babylon Towns, operates
19 retail branch locations. Through this branch network and its electronic delivery channels, it
provides deposit and loan products and financial services to local businesses, consumers and
municipalities. Title insurance services are offered through the Banks wholly owned subsidiary,
Bridge Abstract. Bridge Investment Services offers financial planning and investment consultation.
The Bridgehampton National Bank continues a rich tradition of involvement in the community by
supporting programs and initiatives that promote local business, the environment, education,
healthcare, social services and the arts.
About Hamptons State Bank
Founded in 1997 and headquartered in Southampton, New York, Hamptons State Bank serves its
customers through a single office and offers a variety of products for customers, businesses, and
non-profit organizations. As of December 31, 2010, Hamptons total assets, deposits, and net loans
were approximately $68 million, $57 million, and $40 million, respectively.
Forward Looking Statements
This report may contain statements relating to the future results of the Company (including
certain projections and business trends) that are considered forward-looking statements as
defined in the Private Securities Litigation
Reform Act of 1995 (the PSLRA). Such forward-looking statements, in addition to historical
information, which involve risk and uncertainties, are based on the beliefs, assumptions and
expectations of management of the Company. Words such as expects, believes, should, plans,
anticipates, will, potential, could, intend, may, outlook, predict, project,
would, estimated, assumes, likely, and variation of such similar expressions are intended
to identify such forward-looking statements. Examples of forward-looking statements include, but
are not limited to, possible or assumed estimates with respect to the financial condition, expected
or anticipated revenue, and results of operations and business of the Company, including earnings
growth; revenue growth in retail banking lending and other areas; origination volume in the
Companys consumer, commercial and other lending businesses; current and future capital management
programs; non-interest income levels, including fees from the title abstract subsidiary and banking
services as well as product sales; tangible capital generation; market share; expense levels; and
other business operations and strategies. For this presentation, the Company claims the protection
of the safe harbor for forward-looking statements contained in the PSLRA.
Factors that could cause future results to vary from current management expectations include, but
are not limited to, changing economic conditions; legislative and regulatory changes, including
increases in FDIC insurance rates; monetary and fiscal policies of the federal government; changes
in tax policies; rates and regulations of federal, state and local tax authorities; changes in
interest rates; deposit flows; the cost of funds; demands for loan products; demand for financial
services; competition; changes in the quality and composition of the Banks loan and investment
portfolios; changes in managements business strategies; changes in accounting principles, policies
or guidelines, changes in real estate values and other factors discussed elsewhere in this report,
and in other reports filed by the Company with the Securities and Exchange Commission. The
forward-looking statements are made as of the date of this report, and the Company assumes no
obligation to update the forward-looking statements or to update the reasons why actual results
could differ from those projected in the forward-looking statements.
Bridge Bancorp will file a registration statement, a proxy statement/prospectus and other
relevant documents concerning the proposed transaction with the Securities and Exchange Commission
(the SEC). Hamptons shareholders are urged to read the registration statement and the proxy
statement/prospectus when it becomes available and any other relevant documents filed with the SEC,
as well as any amendments or supplements to those documents, because they will contain important
information. A free copy of the proxy statement/prospectus, as well as other filings containing
information about Bridge Bancorp, is available at the SECs internet site (http://www.sec.gov).
Copies of the proxy statement/prospectus to be filed by Bridge Bancorp also can be obtained, when
available and without charge, by directing a request to Bridge Bancorp, Inc., Attention: Howard H.
Nolan, 2200 Montauk Highway, Bridgehampton, New York, 11932; (631) 537-1000.