SB One Bancorp, the holding company for SB One Bank, and Enterprise Bank N.J. (“Enterprise Bank”), jointly announced that SB One Bancorp and Enterprise Bank have entered into a definitive agreement pursuant to which SB One Bancorp will acquire Enterprise Bank in an all-stock transaction. Under the terms of the agreement Enterprise Bank will merge with and into SB One Bank and each outstanding share of Enterprise Bank common stock will be exchanged for 0.4538 shares of SBBX common stock. The transaction is presently valued at $48.2 million, or approximately $13.69 per ENBN share, based upon the 20 day volume weighted average common stock price of $30.16 for SB One Bancorp as of June 19, 2018.
The merger enhances and expands SB One Bank’s presence in Union, Middlesex and Essex Counties, New Jersey with the addition of 4 full service branch locations in those counties. As of March 31, Enterprise Bank, headquartered in Kenilworth, had approximately $244 million of total assets, $230 million of loans and $187 million of deposits. Based on financials as of March 31, the combined company will have over $1.6 billion in assets, $1.3 billion in gross loans, and $1.2 billion in deposits upon completion of the transaction. The transaction has been unanimously approved by the boards of directors of both companies and is expected to be completed during the fourth quarter of 2018, subject to approval by Enterprise Bank’s shareholders, as well as regulatory approvals and other customary closing conditions.
“We are thrilled to be partnering with Donald Haake and Enterprise Bank. This partnership helps us expand our presence in key markets and provides us the ability to add additional talent, which will make all of the difference as we continue to grow,” said Anthony Labozzetta, president and chief executive officer of SB One Bank and SB One Bancorp. “We are confident this partnership will create enhanced value for our combined employees, customers, shareholders and the communities we serve.”
“We are very excited about this opportunity with SB One Bank and SB One Bancorp. We firmly believe that this partnership will benefit both our shareholders, through ownership in a growing financial institution with shares that trade on a national exchange, and our customers through the enhanced financial products and services of the combined entity,” said Donald Haake, President and Chief Executive Officer of Enterprise Bank.
On a pro forma basis, the transaction is expected to be accretive to SB One Bancorp’s 2019 earnings per share by approximately 8% and approximately 1% dilutive to tangible book value per share at closing assuming a transaction close in the fourth quarter of 2018 and 30% in annual cost savings. The earn back of the tangible book value dilution is projected to be less than one year.
Effective at the closing of the transaction, Donald J. Haake will become the senior executive vice president, Regional Banking of SB One Bank. In addition, two members of the board of directors of Enterprise Bank will join the board of directors of both SB One Bancorp and SB One Bank.
Keefe, Bruyette & Woods, Inc. served as financial advisor to SB One Bancorp and Hogan Lovells US LLP served as its legal counsel. FinPro Capital Advisors, Inc. served as financial advisor to Enterprise Bank and Windels Marx Lane & Mittendorf, LLP served as its legal counsel.
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