FAIR LAWN, NJ and FREEHOLD, NJ, June 17, 2021 (GLOBE NEWSWIRE) – Columbia Bank, MHC, Columbia Financial, Inc. (NASDAQ: CLBK) and Columbia Bank (collectively, âColumbiaâ), and Freehold MHC, Freehold Bancorp and Freehold Bank (collectively, âFreeholdâ) announced today that they have entered into a definitive merger agreement.
Pursuant to the merger agreement, Columbia will acquire Freehold, Freehold MHC and Freehold Bancorp, merging respectively into Columbia Bank, MHC and Columbia Financial. Upon the effective date of these mergers, Freehold Bank will convert to a Federal Savings Bank and operate as a wholly owned subsidiary of Columbia Financial. As a subsidiary of Columbia Financial, the current depositors of Freehold Bank will become members and have the same rights and privileges in Columbia Bank, MHC, the parent mutual holding company of Columbia Bank, as if their accounts were established in Colombia. Bank on the date established at Freehold. As part of the transaction, Columbia Financial will issue additional shares of its common stock to Columbia Bank, MHC for an amount equal to the fair value of Freehold as determined by an independent appraiser. These shares are expected to be issued immediately prior to the completion of the mergers. Additionally, after the mergers are finalized, Columbia and the Columbia Bank Foundation will support charitable organizations serving the communities currently served by Freehold.
Freehold Bank is the oldest savings institution in Monmouth County, providing financial services to its local community for over 167 years, and operates from its main office and branch, both located in Freehold, New Jersey. As of March 31, 2021, Freehold Bank had total assets of $ 299.8 million, loans of $ 155.9 million, deposits of $ 197.2 million, and equity of $ 39.5 million.
Columbia has offered full employment to all Freehold employees with Freehold Bank, and will add a current member of the Freehold board of directors to the Columbia Bank board following the finalization of the Freehold Bank merger with Columbia Bank, which should happen in two years. after the completion of the mergers of the holding companies.
Mr. Thomas J. Kemly, President and CEO of Columbia, said, âWe are delighted to have the opportunity to welcome Freehold Bank, its employees and customers to Columbia Bank. The transaction will expand our presence in Monmouth County. As two community-minded banks, we pride ourselves on strengthening our local impact and supporting new markets.
Mr. James H. Wainwright, President and CEO of Freehold said, âWe are delighted to join Columbia Bank, a leading New Jersey-based bank with a shared culture and values. The merger will offer our clients the opportunity to join a larger banking network, with extended products and services, while employees will benefit from the opportunity to work for a growing community bank. The support of the Columbia Bank Foundation will be an asset to our local community and our charities. ”
The transaction, which has been approved by the board of directors of each company, is subject to the satisfaction of customary closing conditions, including receipt of various regulatory approvals, and is expected to be finalized in the fourth quarter of 2021 once all of these conditions are met. fulfilled.
On a pro forma basis, the transaction is expected to be accretive to Columbia’s net income in 2022, but slightly dilutive to 2022 earnings per share of approximately 2% due to the additional shares issued to Columbia Bank, MHC. The transaction is expected to be accretive of approximately 3% to the fully converted tangible book value.
Columbia was advised in this transaction by investment banking firm Boenning & Scattergood, Inc. and represented by law firm Kilpatrick Townsend & Stockton LLP. Freehold was advised by FinPro Capital Advisors, Inc. and represented by the law firm Stevens & Lee, PC.
About Columbia Financial, Inc.
Columbia Financial, Inc. is a Delaware corporation organized as an intermediate holding company of Columbia Bank. 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 provides traditional financial services to consumers and businesses in our markets. As of March 31, 2021, Columbia had total assets of $ 9.0 billion, loans of $ 6.2 billion, and operated 61 branches with deposits of $ 7.0 billion.
About Freehold Bank
Freehold Bank is a state chartered savings bank which was incorporated and formally established on September 12, 1853. In 2009, Freehold Bank reorganized as a mutual holding company and, as part of this formed Freehold MHC and Freehold Bancorp, and Freehold Bank became a wholly owned subsidiary of Freehold Bancorp. Freehold Bank’s main office and branch are located in Freehold, New Jersey.
Certain statements contained in this document 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 provisions of the sphere of security of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “believes”, “will”, “will”, “expects”, “draft”, “could”, ” could “,” “opportunities”, “anticipates”, “estimates”, “considers”, “plans”, “targets”, and the like. These statements are based on the current beliefs and expectations of Columbia management and are subject to significant risks and uncertainties.
Actual results may differ materially from those stated in forward-looking statements due to many factors. The following factors, among others, could cause actual results to differ materially from the anticipated results expressed in forward-looking statements: (i) the businesses of Columbia and Freehold may not be successfully combined, or such a combination may take more time than expected; (ii) the cost savings resulting from the merger may not be fully realized or may take longer than expected to be realized; (iii) operating costs, loss of customers and business interruption as a result of the merger may be higher than expected; (iv) government approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with government approvals of the merger or otherwise; (v) the interest rate environment may further compress margins and negatively affect net interest income; (vi) risks associated with continued asset diversification and adverse changes in credit quality; (vii) changes in legislation, regulations and policies; and (viii) the effect of the COVID-19 pandemic, including on our credit quality and business operations, as well as its impact on general economic and financial conditions in the markets. Additional factors that could cause actual results to differ materially from those expressed in forward-looking statements are discussed in Columbia’s reports (such as 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 âSECâ) and available on the SEC’s website (www.sec.gov). All subsequent written and oral forward-looking statements regarding the proposed transaction or other matters attributable to Columbia and Freehold or any person acting on their behalf are expressly qualified in their entirety by the caveats above. Except as required by law, Columbia and Freehold undertake no obligation to update a forward-looking statement to reflect circumstances or events that occur after the date of the forward-looking statement.
Columbia Financial, Inc .: Contact Information:
Columbia Financial, Inc.
Investor Relations Department
Freehold Bank contact details:
James H. Wainwright
President and CEO