Bridge Bancorp, the parent company of BNB Bank, and Dime Community Bancshares, the parent company of Dime Community Bank, entered into a definitive merger agreement pursuant to which the companies will combine in an all-stock merger of equals transaction, valued at approximately $489 million. The combined company will have more than $11 billion in assets, more than $8 billion in total deposits and 66 branches.
“This highly compelling combination will allow us to build on our complementary strengths and provide significant value for shareholders,” Kevin O’Connor, president and CEO of Bridge Bancorp, said. “Dime has earned its strong reputation in the greater New York metropolitan market, and I’m thrilled to partner with them. Our enhanced branch footprint and increased capital base will allow us to better serve the needs of our customers. In addition, both companies have strong balance sheets and demonstrated histories of low loan losses through prior cycles, which give me confidence that we will be well-positioned to succeed in any environment. I look forward to working closely with Ken and the entire Dime team as we collectively become New York’s premier community bank.”
“Prior to the onset of our commercial bank transformation four years ago, Dime was a monoline, multifamily thrift lender. This merger is the next logical step in Dime’s journey and significantly accelerates our business model transformation,” Kenneth J. Mahon, CEO of Dime, said. “Bridge and Dime are two of the most highly acclaimed and respected franchises in the New York market. Both of us weathered the financial crisis of 2008 with among the lowest loss rates in the entire country. We believe the capital strength of the combined company, Bridge’s high-quality deposit base and Dime’s historically strong New York City multifamily loan portfolio will result in the creation of a solid balance sheet. In Bridge, we have aligned ourselves with a company that has a well-constructed commercial bank balance sheet, shares our values, our community focus, and our commitment to building and retaining highly talented staffs. I believe that in CEO Kevin O’Connor and president and chief operating officer Stuart Lubow we have the right team to carry on each bank’s standalone reputation for customer service, employee engagement and financial performance. We expect our shareholders to benefit from owning a stronger, more attractive, and more formidable competitor in the New York market.”
Under the terms of the merger agreement, which was unanimously approved by the boards of directors of both companies, Dime will merge with and into Bridge, with Bridge as the surviving corporation, and Dime Community Bank will merge with and into BNB Bank, with BNB Bank as the surviving institution.
Following the closing of the transaction, Dime shareholders will receive 0.6480 shares of Bridge common stock for each share of Dime common stock they own. Each outstanding share of Dime’s 5.50% fixed-rate non-cumulative perpetual preferred stock, series A will be converted into the right to receive one share of a newly created series of preferred stock of Bridge with the same preferences and rights. Upon completion of the transaction, which is subject to both Dime and Bridge shareholder approval, Dime shareholders will own approximately 52% and Bridge shareholders will own approximately 48% of the combined company.
The combined company will operate under the “Dime Community Bancshares” name and the combined bank will operate under the “Dime Community Bank” name. Certain retail locations in eastern Long Island will operate under the BNB Bank name for at least one year. The headquarters of the combined company will be located in Hauppauge, NY, with a corporate office to be located in New York City. The combined company will trade under the Dime ticker symbol “DCOM” on the Nasdaq Stock Market.
The combined company’s board of directors will have 12 directors, consisting of six directors from Bridge and six directors from Dime.
- Mahon will serve as executive chairman of the combined company.
- Marcia Hefter, the current chairwoman of Bridge’s board of directors, will serve as the independent lead director of the combined company.
- O’Connor will serve as CEO.
- Stuart H. Lubow, the current president of Dime, will serve as president and chief operating officer.
- John McCaffery, the current chief financial officer of Bridge, will serve as senior executive vice president and chief risk officer.
- Avinash Reddy, the current senior executive vice president and CFO of Dime, will serve as senior executive vice president and CFO.
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The merger is expected to close in Q1/21, subject to satisfaction of customary closing conditions, including receipt of customary regulatory approvals and approval by the shareholders of each company.
Piper Sandler is acting as financial advisor and has rendered a fairness opinion to the board of directors of Bridge. Luse Gorman is serving as legal counsel to Bridge. Raymond James is acting as financial advisor and has rendered a fairness opinion to the board of directors of Dime. Holland & Knight is serving as legal counsel to Dime.
