The parent companies of two New Jersey banks have signed a $408 million acquisition agreement, they announced Wednesday.
Fairfield-based Kearny Financial Corp., holding company for Kearny Bank, and Clifton-based Clifton Bancorp Inc., holding company for Clifton Savings Bank, said in a news release that Kearny will acquire CSBK in an all-stock transaction.
“I am pleased to announce the strategic combination of these two strong New Jersey-based community banks,” Craig L. Montanaro, Kearny’s CEO and president, said in a prepared statement. “We believe that this partnership is an excellent fit from both a cultural and operating model perspective. Together, the combined company provides for an enhanced consumer experience through an expanded branch and ATM network, more diverse products and services, and strengthened ties to our communities through the financial support of the Kearny Bank Foundation.”
Under a definitive agreement, CSBK will merge into Kearny, with each outstanding share of CSBK common stock exchanged for 1.191 shares of KRNY common stock. The deal is valued at $408 million, or about $18.25 per CSBK share. Upon closing, Kearny shareholders will own about 76 percent of the combined company.
“Kearny is an excellent partner for CSBK,” Paul M. Aguggia, CSBK’s CEO and president, said in a statement. “We believe that this strategic combination creates a stronger organization that will benefit our customers and create opportunities for our employees. We are proud of the value that we have delivered to our shareholders since our second-step conversion, and are excited by the prospects for the combined company.”
Aguggia and two other CSBK directors will join the Kearny boards.
The deal would give Kearny 12 branches in Bergen, Passaic, Hudson and Essex counties, and create a combined company with approximately $6.5 billion in assets, $4.4 billion in loans and $3.9 billion in deposits.
The definitive agreement has been unanimously approved by both companies’ boards of directors. It is subject to approval by shareholders, as well as customary approvals and conditions.
The deal is expected to close in the late first quarter of 2018, or the early second quarter.
Keefe, Bruyette & Woods Inc. was Kearny’s financial adviser, while Luse Gorman P.C. was its legal counsel. Sandler O’Neill + Partners LP was CSBK’s financial adviser, while RP Financial LC rendered a fairness opinion and Kilpatrick Townsend & Stockton LLP served as legal counsel.