The merger — worth about $4 per share — was unanimously approved by both boards of directors, and should be complete by the end of the first quarter of next year.
New Jersey Community Bank shareholders will receive $1.60 in cash and 0.1333 shares of 1st Constitution Bancorp common stock for each share of New Jersey Community Bank common stock that they own.
About 254,392 new shares of common stock are expected to be issued. This deal value equates to about 82 percent of New Jersey Community Bank’s tangible book value as of Sept. 30.
New Jersey Community Bank is headquartered in Freehold, and has full-service locations there and in Neptune City. When the merger is complete, Cranbury-based 1st Constitution will have approximately $1.2 billion in assets with 20 branch banking offices located in Bergen, Middlesex, Monmouth, Mercer and Somerset counties.
“We are pleased to be combining with New Jersey Community Bank and expanding our presence in Monmouth County,” said 1st Constitution CEO and President Robert F. Mangano. “Freehold is a desirable market with attractive demographic characteristics and growth opportunities. Neptune City enhances our presence in the Asbury Park area, which is experiencing a strong renaissance. The merger has solid strategic merit and will generate financial benefits to our existing shareholders and our new shareholders from New Jersey Community Bank.”
New Jersey Community Bank has assets of about $104 million, loans of $83 million and deposits of $94 million as of Sept. 30.
“Our board considers this merger to be an excellent opportunity, and this partnership will benefit our shareholders through ownership in a growing financial institution with shares that trade on a national exchange,” said New Jersey Community Bank CEO and President William H. Placke. “Our customers and community will benefit from the enhanced financial products and services and financial strength provided by 1st Constitution and 1st Constitution’s demonstrated strong commitment to its customers and community.”
Sandler O’Neill + Partners L.P. is serving as financial adviser to 1st Constitution Bancorp and Day Pitney LLP is providing legal counsel in connection with the transaction. Boenning & Scattergood Inc. is representing New Jersey Community Bank as financial adviser, and Windels Marx Lane & Mittendorf LLP is serving as its legal counsel.