Bank

Columbia Financial to Acquire Roselle Bank

Columbia Bank and Roselle Bank have signed a definitive merger agreement. Under the terms of the agreement, depositors of Roselle will become depositors of Columbia Bank and will have the same rights and privileges in Columbia Bank, MHC, the mutual holding company parent of Columbia Bank, as if their accounts had been established in Columbia Bank on the date established at Roselle. As part of the transaction, Columbia Financial, Inc. will issue additional shares of its common stock to Columbia Bank, MHC in an amount equal to the fair value of Roselle as determined by an independent appraiser. These shares are expected to be issued immediately prior to completion of the merger. In addition, following the completion of the merger, Columbia and Columbia Bank Foundation will support the charitable organizations serving the communities currently served by Roselle.

Roselle Bank is a savings bank that was established in 1889 and operates four banking offices in Union, Somerset and Hunterdon Counties. As of September 30, 2019, Roselle Bank had total assets of $442 million, loans of $171 million, deposits of $338 million and equity capital of $61 million.

Columbia has offered full employment to all Roselle employees, excluding those with existing change‐in control agreements with Roselle, and has agreed to add one current member of Roselle’s Board of Directors to Columbia Bank’s Board of Directors following the completion of the merger.

Mr. Thomas J. Kemly, Columbia’s President and Chief Executive Officer, commented: “We are pleased with the opportunity to welcome Roselle Bank and its employees to Columbia Bank. The transaction will combine two community banks with strong, loyal customer bases, while expanding the Columbia Bank franchise in Union, Somerset and Hunterdon Counties.”

Mr. William E. Fredericks, Chairman of the Board of Directors of Roselle commented: “We are excited to partner with Columbia Bank, a leading New Jersey‐based bank with shared culture and values. The merger will provide an opportunity for customers to join a larger banking network, with expanded products and services, while employees will benefit from the opportunity to work for a rapidly growing community bank. The support of the Columbia Bank Foundation will serve as an asset to our local communities and charitable organizations.”

The transaction, which has been unanimously approved by each company’s board of directors, is subject to satisfaction of customary closing conditions, including receipt of various regulatory approvals, and is expected to close in the second quarter of 2020 after all such conditions are met. Upon closing, Roselle Bank will merge into Columbia Bank.

On a pro forma basis, the transaction is expected to be accretive to Columbia’s 2021 net income, but dilutive to 2021 earnings per share by approximately 4% due to the shares issued to Columbia Bank, MHC. The transaction is projected to be accretive to fully converted tangible book value.

Columbia was advised in this transaction by the investment banking firm of Boenning & Scattergood, Inc. and represented by the law firm of Kilpatrick Townsend & Stockton LLP. Roselle was advised by the investment banking firm of Sandler O’Neill + Partners, L.P. and represented by the law firm of Luse Gorman, PC.

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