Banking / Financial

ConnectOne to Acquire Bancorp of New Jersey, Inc.

Englewood Cliffs-based ConnectOne Bancorp, Inc., parent company of ConnectOne Bank, and Fort Lee-based Bancorp of New Jersey, Inc., parent company of Bank of New Jersey, jointly announced a definitive agreement under which ConnectOne will acquire Bancorp of New Jersey. The transaction reflects an in-market acquisition of an institution similar in several ways including its focus on commercial clients, location of its offices, and its core processing provider. The acquisition is intended to accelerate ConnectOne’s strategic focus on increasing client relationships, capitalizing on growth opportunities throughout the company’s New York and New Jersey target metropolitan market, and maintaining best-in-class efficiency. Enhanced scale from the transaction is designed to further leverage ConnectOne’s leading technology infrastructure to drive efficiencies, and position ConnectOne for additional future growth.

Key Transaction Highlights:

  • Strengthens ConnectOne’s scale and competitive position in the New York metro market and as one of New Jersey’s largest independent banks
  • Bancorp of New Jersey will add approximately $800 million of deposits and loans to ConnectOne
  • In-market acquisition of a complementary banking model utilizing the same core systems and with direct geographic overlap creating economies of scale with significant synergies and identified cost-savings
  • ConnectOne has a high level of familiarity with Bancorp of New Jersey’s franchise and client base
  • ConnectOne will provide expanded technology offerings and a broader product suite, including C&I, consumer, and SBA lending capabilities to Bancorp of New Jersey’s clients
  • The structure of the transaction enables ConnectOne to accretively deploy excess capital while preserving strong capital ratios and future capital flexibility
  • The acquisition is projected to create long-term value for shareholders and increase the scarcity value of ConnectOne’s franchise

Key Financial Impact Highlights:

  • EPS accretive: Approximately 5% accretive to ConnectOne’s earnings per share (on a fully phased in basis), excluding the impact of potential revenue enhancement opportunities
  • Reasonable tangible book value dilution: Approximately 3% dilutive to tangible book value per share at closing
  • Acceptable tangible book value earnback period: Earnback of tangible book value dilution projected to be approximately 3.5 years using the cross-over method and excluding any contemplated revenue enhancements
  • Pro forma combined company total assets of $7.0 billion, deposits of $5.4 billion, and loans of $5.9 billion (as of June 30, 2019)

Under the terms of the agreement, Bancorp of New Jersey shareholders will have the right to receive, for each share of Bancorp of New Jersey common stock either 0.78 shares of ConnectOne common stock or $16.25 in cash. Bancorp of New Jersey shareholders will have the right to elect all stock consideration, all cash consideration or a combination thereof, subject to customary pro-ration procedures which will result in an aggregate stock/cash consideration mix of 80%/20%. The transaction is presently valued at approximately $113 million in the aggregate, or approximately $15.48 per Bancorp of New Jersey share, based upon the closing common stock price of $19.60 for ConnectOne Bancorp as of August 15, 2019.

The transaction has been unanimously approved by the board of directors of both companies and is expected to be completed in the first quarter of 2020, subject to approval by shareholders of both Bancorp of New Jersey and ConnectOne, as well as regulatory approvals and other customary closing conditions.

“This is a financially savvy, in-market acquisition with strong economics to enhance our powerful franchise. The accretive transaction demonstrates our commitment to deliver attractive long-term returns for our shareholders and strongly supports our defined growth strategy which includes opportunistic growth through M&A,” commented Frank Sorrentino, ConnectOne’s Chairman and Chief Executive Officer. “Bancorp of New Jersey is a natural fit for ConnectOne given its commercial business focus, overlapping geographic footprint, shared client base and the considerable synergies that are expected. We look forward to continuing to deliver extraordinary client service to all Bancorp of New Jersey and ConnectOne clients, and enhancing value to our shareholders.”

“This is an exciting opportunity to join a like-minded, high-performing commercial bank with considerable franchise value and growth potential,” said Nancy E. Graves, Bancorp of New Jersey’s President and Chief Executive Officer. “ConnectOne shares our relationship-centric business culture, and together we will provide our clients with growth opportunities by increasing the breadth of products and services, higher lending limits and leading edge technology. We are proud of what we have accomplished for our shareholders, customers and communities and can best leverage what we have built through partnering with ConnectOne. We are pleased to continue to work on behalf of our valued customers and communities with Frank and his team.”

Effective at the closing of the transaction, one current director of Bancorp of New Jersey’s board will join the board of directors of both ConnectOne Bancorp, Inc. and ConnectOne Bank.

Keefe, Bruyette & Woods, Inc., a Stifel Company, served as financial advisor to ConnectOne and Squire Patton Boggs (US) LLP served as its legal counsel. Sandler O’Neill & Partners, L.P. served as financial advisor to Bancorp of New Jersey and Holland & Knight LLP served as its legal counsel.

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