FAIR LAWN, N.J. and
ROSELLE, N.J., Dec. 3, 2019 /PRNewswire/ -- Columbia Bank, MHC,
Columbia Financial, Inc. (NASDAQ: CLBK) and Columbia Bank
(collectively, "Columbia"), and
RSB Bancorp, MHC, RSB Bancorp, Inc. and Roselle Bank (collectively, "Roselle") announced
today the signing of a definitive merger agreement.
Under the terms of the merger agreement, depositors of Roselle
will become depositors of Columbia Bank and will have the same
rights and privileges in Columbia Bank, MHC, the mutual holding
company parent of Columbia Bank, as if their accounts had been
established in Columbia Bank on the date established at Roselle. As
part of the transaction, Columbia Financial, Inc. will issue
additional shares of its common stock to Columbia Bank, MHC in an
amount equal to the fair value of Roselle as determined by an
independent appraiser. These shares are expected to be issued
immediately prior to completion of the merger. In addition,
following the completion of the merger, Columbia and Columbia Bank Foundation will
support the charitable organizations serving the communities
currently served by Roselle.
Roselle Bank is a savings bank
that was established in 1889 and operates four banking offices in
Union, Somerset and Hunterdon Counties. As of
September 30, 2019, Roselle Bank had total assets of $442 million, loans of $171 million, deposits of $338 million and equity capital of $61 million.
Columbia has offered full
employment to all Roselle employees, excluding those with existing
change-in-control agreements with Roselle, and has agreed to add
one current member of Roselle's Board of Directors to Columbia
Bank's Board of Directors following the completion of the
merger.
Mr. Thomas J. Kemly, Columbia's President and Chief Executive
Officer, commented: "We are pleased with the opportunity to
welcome Roselle Bank and its
employees to Columbia Bank. The transaction will combine two
community banks with strong, loyal customer bases, while expanding
the Columbia Bank franchise in Union, Somerset and Hunterdon Counties."
Mr. William E. Fredericks,
Chairman of the Board of Directors of Roselle commented: "We
are excited to partner with Columbia Bank, a leading New Jersey-based bank with shared culture and
values. The merger will provide an opportunity for customers to
join a larger banking network, with expanded products and services,
while employees will benefit from the opportunity to work for a
rapidly growing community bank. The support of the Columbia Bank
Foundation will serve as an asset to our local communities and
charitable organizations."
The transaction, which has been unanimously approved by each
company's board of directors, is subject to satisfaction of
customary closing conditions, including receipt of various
regulatory approvals, and is expected to close in the second
quarter of 2020 after all such conditions are met. Upon
closing, Roselle Bank will merge
into Columbia Bank.
On a pro forma basis, the transaction is expected to be
accretive to Columbia's 2021 net
income, but dilutive to 2021 earnings per share by approximately 4%
due to the shares issued to Columbia Bank, MHC. The
transaction is projected to be accretive to fully converted
tangible book value.
Columbia was advised in this
transaction by the investment banking firm of Boenning &
Scattergood, Inc. and represented by the law firm of Kilpatrick Townsend & Stockton LLP.
Roselle was advised by the investment banking firm of Sandler
O'Neill + Partners, L.P. and represented by the law firm of
Luse Gorman, PC.
About Columbia Financial, Inc.
Columbia Financial, Inc. is a Delaware corporation organized as Columbia
Bank's mid-tier stock holding company. Columbia Financial, Inc. is
a majority-owned subsidiary of Columbia Bank, MHC. Columbia Bank is
a federally chartered savings bank headquartered in Fair Lawn, New Jersey. The Bank offers
traditional financial services to consumers and businesses in our
market areas. As of September 30,
2019, Columbia had total
assets of $7.1 billion, loans of
$5.2 billion, and operates 64
branches with deposits of $4.8
billion in deposits.
About Roselle Bank
Roselle Bank is a state-chartered
savings bank that was incorporated and officially established on
May 25, 1889. The founders'
objectives and vision established the basic premise that has guided
the operations of Roselle Bank
throughout the years: to provide superior customer service and
support of the communities it serves. The main office is located in
Roselle, New Jersey, with three
branch offices located in Cranford, Bernardsville and High Bridge.
Forward-Looking Statements
Certain statements herein constitute forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Exchange Act and are intended to be
covered by the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such statements may be identified by
words such as "believes," "will," "would," "expects," "project,"
"may," "could," "developments," "strategic," "launching,"
"opportunities," "anticipates," "estimates," "intends," "plans,"
"targets" and similar expressions. These statements are based upon
the current beliefs and expectations of Columbia's management and are subject to
significant risks and uncertainties.
Actual results may differ materially from those set forth in the
forward-looking statements as a result of numerous factors. The
following factors, among others, could cause actual results to
differ materially from the anticipated results expressed in the
forward-looking statements: (i) the businesses of Columbia and Roselle may not be combined
successfully, or such combination may take longer than expected;
(ii) the cost savings from the merger may not be fully realized or
may take longer than expected to be realized; (iii) operating
costs, customer loss and business disruption following the merger
may be greater than expected; (iv) governmental approvals of the
merger may not be obtained, or adverse regulatory conditions may be
imposed in connection with governmental approvals of the merger or
otherwise; (v) the interest rate environment may further compress
margins and adversely affect net interest income; (vi) the risks
associated with continued diversification of assets and adverse
changes to credit quality; and (vii) changes in legislation,
regulations and policies. Additional factors that could cause
actual results to differ materially from those expressed in the
forward-looking statements are discussed in Columbia's and reports (such as the Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K) filed with the Securities and Exchange
Commission (the "SEC") and available at the SEC's Internet website
(www.sec.gov). All subsequent written and oral forward-looking
statements concerning the proposed transaction or other matters
attributable to Columbia and
Roselle or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.
Except as required by law, Columbia and Roselle do not undertake any
obligation to update any forward-looking statement to reflect
circumstances or events that occur after the date the
forward-looking statement is made.
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SOURCE Columbia Financial, Inc.