Bogota Savings Bank and Gibraltar Bank to Merge

On Sep 4, 2020

Teaneck-based Bogota Financial Corp., the holding company for Bogota Savings Bank, and Parsippany-based Gibraltar Bank enter into a merger agreement in which Gibraltar will merge into Bogota. The merger is expected to increase Bogota Financial’s consolidated assets from approximately $738.7 million at June 30, 2020 to approximately $846.0 million, and more than double its branch network.

Gibraltar’s existing three branch offices will become branch offices of Bogota. Following the merger, one director of Gibraltar will join the board of trustees of Bogota Financial, MHC, Bogota Financial’s mutual holding company parent, and the boards of directors of Bogota Financial and Bogota Savings Bank. At the effective time of the merger, Robert Walsh, president and chief executive officer of Gibraltar, will become the executive vice president and chief lending officer of Bogota.

As part of the transaction, Bogota Financial will issue additional shares of its common stock to Bogota Financial, MHC in an amount equal to the fair value of Gibraltar as determined by an independent appraisal. These shares are expected to be issued immediately prior to completion of the merger.

Joseph Coccaro, president and chief executive officer of Bogota, stated, “We are pleased to partner with Gibraltar, a bank with similar culture and values. We are very familiar with Gibraltar and believe the bank will be a great complement to us. This combination will be positive for both banks and ensures a stronger local banking presence throughout our communities. We look forward to having a greater impact in our market area.”

“We have always focused on our customers’ and communities’ needs,” said Robert Walsh, president and chief executive officer of Gibraltar. “We feel the combined bank will be stronger than each was separately, allowing us to provide more services and convenience to our customers and the communities we serve.”

The transaction, which has been unanimously approved by the boards of directors of Gibraltar, Bogota Financial and Bogota, is expected to close in the first quarter of 2021. The transaction is subject to customary closing conditions, including the receipt of regulatory and Gibraltar member approvals.

On a pro forma basis, the transaction is expected to be accretive to Bogota Financial’s 2021 net income and earnings per share, inclusive of the shares issued to Bogota Financial, MHC. The transaction is projected to be accretive to fully-converted tangible book value.

Bogota was advised in this transaction by the investment banking firm of Piper Sandler & Co. and represented by the law firm of Luse Gorman, PC. Gibraltar was advised by the investment banking firm of FinPro Capital Advisors, Inc. and represented by the law firm of Stevens & Lee.

Bogota Financial Corp. is a Maryland corporation organized as the mid-tier holding company of Bogota Savings Bank and is the majority-owned subsidiary of Bogota Financial, MHC. Bogota Savings Bank is a New Jersey chartered stock savings bank that has served the banking needs of its customers in northern and central New Jersey since 1893. It operates from two offices located in Bogota and Teaneck.

Gibraltar is a federally chartered mutual savings bank that has served the banking needs of its customers in northern New Jersey since 1909. As of June 30, 2020, Gibraltar had total assets of $107.3 million, loans of $86.6 million, deposits of $82.6 million and equity capital of $12.6 million. It operates from three offices located in Newark, Oak Ridge and Parsippany in Morris and Essex Counties.

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