SB One Bancorp (Nasdaq:SBBX), the holding company for SB One Bank,
and Enterprise Bank N.J. (OTCMKTS:ENBN) (“Enterprise Bank”), are
pleased to jointly announce 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, 2018, Enterprise Bank headquartered
in Kenilworth, New Jersey, had approximately $244 million of total
assets, $230 million of loans and $187 million of deposits.
Based on financials as of March 31, 2018, 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.
About SB One BancorpSB One
Bancorp, formerly Sussex Bancorp, is the holding company for SB One
Bank a full-service, commercial bank with 14 locations in New
Jersey and New York. Established in 1975, SB One Bank's strength is
its ability to build strong personal relationships with its
customers and to serve the communities in which it operates. SB One
Bank, with regional loan production offices in Rockaway, Oradell
and Wantage, New Jersey and Astoria, New York, is an active
community lender providing a broad range of commercial and retail
products to businesses and customers throughout the Northern New
Jersey and New York metropolitan market.
SB One Bank has experienced considerable growth
over recent years, which is attributed to SB One Bank’s unique
ability to make genuine connections with its customers and
ultimately deliver an extraordinary customer experience. SB One
Bank understands the needs of its customers, offering a diverse
selection of affordable home financing solutions and providing a
full range of personal loans and lines of credit as well as other
traditional banking services. It offers brokerage and investment
services through its Sussex Investments Services group.
SB One Insurance Agency, Inc., formerly Tri-State
Insurance Agency, is SB One Bank’s wholly owned subsidiary and one
of the oldest, most respected independent insurance agencies in the
region. They represent more than 20 of the country’s most respected
and highly rated regional and national carriers licensed to write
insurance in 37 states.
In 2017, SB One Bancorp was recognized as one of
the top 29 banks and thrifts nationwide and one of three from New
Jersey that comprise the Sandler O’Neill Sm-All Stars Class of
2017. SB One Bancorp is one of the 50 Fastest Growing Companies in
New Jersey as ranked by NJBIZ Magazine. SB One Bancorp President
and Chief Executive Officer, Anthony Labozzetta, was named one of
America’s Business Leaders in Banking by Forbes magazine and
American Banker’s Community Banker of the Year in 2016.
For more details on SB One Bank visit:
www.SBOne.bank
About Enterprise Bank
N.J.Enterprise Bank N.J. (“Enterprise Bank”),
headquartered in Kenilworth, New Jersey, is listed on the Pink
Sheets under the symbol "ENBN." Enterprise Bank focuses on serving
the needs of small to medium sized businesses, commercial real
estate borrowers, professional practices and consumers. Its
services include business and personal checking, savings, money
market and certificate of deposit accounts. Additionally,
Enterprise Bank offers commercial and consumer loans, lines of
credit, ATM cards, debit cards, E-Banking, remote deposit capture,
and free telephone and online banking.
For more details on Enterprise Bank, please visit:
www. enterprisebank.net
Forward-Looking StatementsThis
press release contains statements that are forward looking and are
made pursuant to the “safe-harbor” provisions of the Private
Securities Litigation Reform Act of 1995. These
forward-looking statements include, but are not limited to, (i)
statements about the benefits of the merger between SBBX and ENBN,
including future financial and operating results, cost savings and
accretion to reported earnings that may be realized from the
merger; (ii) SBBX’s and ENBN’s plans, objectives, expectations and
intentions and other statements contained in this release that are
not historical facts; and (iii) statements that may be identified
by the use of words such as "expect," "estimate," “assume,”
"believe," "anticipate," "will," "forecast," "plan," "project" or
similar words. Such statements are based on the Company’s
current expectations and are subject to certain risks and
uncertainties that could cause actual results to differ materially
from those projected. Factors that may cause actual results to
differ materially from those contemplated by such forward-looking
statements include, among others, (1) the businesses of SBBX and
ENBN may not be combined successfully, or such combination may take
longer to accomplish than expected; (2) the cost savings from the
merger may not be fully realized or may take longer to realize than
expected; (3) operating costs, customer loss and business
disruption following the merger, including adverse effects on
relationships with employees, may be greater than expected; (4)
governmental approvals of the merger may not be obtained, or
adverse regulatory conditions may be imposed in connection with
governmental approvals of the merger; (5) the stockholders of ENBN
may fail to approve the merger; (6) changes to interest rates, (7)
the ability to control costs and expenses, (8) general economic
conditions, (9)the success of the Company’s efforts to diversify
its revenue base by developing additional sources of non-interest
income while continuing to manage its existing fee-based business,
and (10) risks associated with the quality of the Company’s assets
and the ability of its borrowers to comply with repayment
terms. Further information about these and other
relevant risks and uncertainties may be found in the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2017 and in subsequent filings with the Securities and Exchange
Commission. The Company undertakes no obligation to publicly
release the results of any revisions to those forward-looking
statements that may be made to reflect events or circumstances
after this date or to reflect the occurrence of unanticipated
events.
Additional Information and Where to Find
it In connection with the proposed merger, SB One Bancorp
will file with the Securities and Exchange Commission (“SEC”) a
Registration Statement on Form S-4 that will include a Proxy
Statement of Enterprise Bank N.J. and a Prospectus of SB One
Bancorp, as well as other relevant documents concerning the
proposed merger. Investors and shareholders are urged to read the
Registration Statement and the Proxy Statement/Prospectus regarding
the proposed merger when it becomes available and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important
information. A free copy of the Registration Statement and Proxy
Statement/Prospectus, as well as other documents filed with the SEC
that will contain important information, when they become
available, may be obtained free of charge at the SEC’s Internet
site (www.sec.gov). Copies of the Registration Statement and Proxy
Statement/Prospectus (when they become available) and the filings
that will be incorporated by reference therein may also be
obtained, free of charge, from SB One Bancorp’s website
at http://www.snl.com/irweblinkx/corporateprofile.aspx?iid=4015338 or
by contacting SB One Bancorp’s Investor Relations at (844)
256-7328.
Participants in SolicitationSB One
Bancorp, Enterprise Bank N.J. and their respective directors,
executive officers and certain other members of management and
employees may be deemed to be “participants” in the solicitation of
proxies from the shareholders of Enterprise Bank N.J. in connection
with the Merger. Information about the directors and executive
officers of Enterprise Bank N.J. and their ownership of Enterprise
Bank N.J. common stock, and the interests of such participants, may
be obtained by reading Enterprise Bank N.J.’s proxy
statement/prospectus when it becomes available.
SB One Bancorp: Anthony Labozzetta, President and
CEOSteven Fusco, SEVP/CFO(844)
256-7328
Enterprise Bank N.J.: Donald J. Haake, President
and CEO(877) 604-5705 Source: SB One Bancorp and Enterprise Bank
N.J.
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