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Merger to Create One of New Jersey’s Premier Financial Institutions With Enhanced Financial Resources and Technology Serving Middle Market Commercial Businesses
ConnectOne Bancorp, Inc. (Nasdaq:CNOB), parent company of ConnectOne Bank, and Center Bancorp, Inc. (Nasdaq:CNBC), parent company of Union Center National Bank, today jointly announced that their respective shareholders, at annual meetings held earlier today, approved the planned merger between ConnectOne and Center.
Center’s shareholders also approved the adoption of an amended and restated certificate of incorporation, which was a condition to the parties’ completing the transaction. The combined company will be one of the largest New Jersey headquartered financial institutions, positioned to best serve middle market commercial businesses with even greater convenience, access to technology and financial resources.
Pursuant to the merger agreement by and between Center and ConnectOne, the parties have agreed to merge ConnectOne with and into Center, change Center’s name to ConnectOne Bancorp, Inc. and merge UCNB with and into ConnectOne Bank. ConnectOne Bank will continue to use the ConnectOne name and all bank business will exclusively utilize the ConnectOne Bank brand. Trading on the NASDAQ Global Select Market will be under the symbol “CNOB.” The merger is expected to close effective July 1, 2014.
Frank Sorrentino III, Chairman and CEO of ConnectOne, stated, “Today’s shareholder vote confirms the value that this merger brings to our investors, customers, employees and communities. Together, we are creating an even stronger company with an expanded geographic footprint, well positioned to provide the market with the technological capabilities and financial resources they need to grow. I look forward to the opportunity to lead this new chapter for the combined company, as we continue to invest in the needs of our growing client base, and execute on our commitment to delivering long-term value to our shareholders.”
ConnectOne also announced that consistent with Center’s long-standing dividend track record, the merged company plans to distribute a quarterly common stock dividend to shareholders. The resulting company will distribute its previously announced quarterly common stock cash dividend of $0.075 per share on August 1, 2014, to all shareholders of record on July 11, 2014.
Under the terms of the merger agreement, ConnectOne shareholders will receive a fixed exchange ratio of 2.6 shares of Center common stock for each share of ConnectOne common stock. The merger is expected to be accretive to both Center’s and ConnectOne’s earnings per share in 2015, excluding the impact of potential revenue enhancement opportunities. Additionally, it is anticipated that the combined company’s capital ratios will remain well in excess of regulatory minimums and that the combined company will have sufficient capital to continue its growth strategy.
The merger, on a pro forma basis, will create the fourth largest New Jersey headquartered banking institution with 24 branch locations across northern New Jersey serving middle market commercial businesses in some of the most affluent counties in the state. Customers will have access to ConnectOne Bank’s progressive investments in technology, expanded business hours and financial products and services.
