OceanFirst Financial Corp. to Acquire Colonial American Bank

On Feb 27, 2015

OceanFirst Financial Corp., headquartered in Toms River and Colonial American Bank, headquartered in Middletown, recently announced that they have entered into a definitive agreement and plan of merger pursuant to which Colonial will merge into OceanFirst Bank, a wholly-owned subsidiary of OceanFirst Financial Corp. in an all-stock transaction valued at approximately $11.3 million.

Colonial currently operates two full-service banking centers in Middletown and Shrewsbury, New Jersey with total assets of $144 million, including $127 million in total loans and total deposits of $129 million as of December 31, 2014. The combined institution will have $2.5 billion in assets, $1.8 billion in loans and $1.8 billion in deposits, with 25 branches serving the central New Jersey market.

“We are pleased to announce the acquisition of Colonial American Bank. This transaction presents a unique opportunity to complement our existing Red Bank Financial Solutions Center by adding locations in Middletown and Shrewsbury to strengthen our presence in Monmouth County,” said Christopher D. Maher, president and chief executive officer of OceanFirst Financial Corp.

Mr. Maher further commented, “Additionally, Colonial’s commercial lending business offers enhanced loan portfolio diversification and the opportunity to expand these commercial banking relationships by providing wealth management solutions and residential loan services. We welcome Colonial’s customers and employees to OceanFirst.”

Anthony Giordano III, president and chief executive officer of Colonial, echoed those comments stating, “Given our compatible cultures with similar community orientation and customer focus, we believe OceanFirst is an ideal partner.”

Mr. Giordano also remarked, “Our partnership with OceanFirst will provide our stockholders with enhanced liquidity and a strong dividend for their stock and greater ability to deliver the dedicated, personalized service that our customers are accustomed to, along with an expanded range of financial products and services of a larger institution. We believe that our stockholders and customers will benefit from this transaction and we are extremely excited to partner with OceanFirst.”

Under the terms of the agreement, each outstanding share of Colonial common stock will be exchanged for 0.3736 shares of OceanFirst common stock, subject to possible adjustment as provided in the agreement. The transaction has been unanimously approved by the Boards of Directors of both OceanFirst and Colonial and is expected to close before year-end 2015, subject to certain conditions, including the approval by Colonial’s stockholders and customary regulatory approvals.

Sterne, Agee & Leach, Inc. served as financial advisor to OceanFirst and rendered a fairness opinion in connection with the transaction. Windels, Marx, Lane & Mittendorf, LLP is serving as legal counsel to OceanFirst. Sandler O’Neill & Partners, L.P served as financial advisor to Colonial and rendered a fairness opinion. Giordano, Halleran & Ciesla, P.C. is serving as legal counsel to Colonial.

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