Bridge Bancorp To Acquire FNBNY Bancorp

(RTTNews) - Bridge Bancorp Inc. (BDGE), the parent company of Bridgehampton National Bank, announced that it agreed to acquire FNBNY Bancorp and its wholly owned subsidiary, the First National Bank of New York or collectively "FNBNY".

As per the terms of the agreement, shareholders of FNBNY will receive an aggregate of 244,110 Bridge Bancorp shares in exchange for all the issued and outstanding stock of FNBNY, subject to certain adjustments. The purchase price will increase to the extent principal is recovered on $6.3 million of certain identified problem loans through closing and over a two-year period after the acquisition.

The purchase price will decrease if recoveries of $0.4 million of certain insurance claims are not received by the closing. Excluding these potential adjustments and based on Bridge Bancorp's average closing stock price for the three days ended September 10, 2013 of $21.51, the transaction has an aggregate estimated value of $5.3 million.

The transaction has been approved by the Board of Directors of each company and is expected to close in the first quarter of 2014. Completion of the transaction is subject to customary closing conditions, including the receipt of required regulatory approvals and the approval of FNBNY's shareholders.

FNBNY currently operates 3 full-service banking centers in Nassau and Suffolk counties in New York with total assets of $276 million, including $100 million in loans, funded by deposits of $209 million. The combined institution will have $2.0 billion in assets, $1.7 billion in deposits and 26 branches serving Long Island with no branch consolidations expected.

Bridge Bancorp said it estimates additional Tier 1 capital of $20 million - $25 million will be needed to support the acquisition and expects to achieve this through balance sheet management, the issuance of new capital or a combination of both.

Bridge Bancorp expects the transaction, inclusive of additional capital, will be 2-3% accretive to tangible book value per share and accretive to earnings per share by approximately 6-8%, assuming estimated synergies are fully phased in and excluding estimated merger and conversion related costs of approximately $2.2 million on an after-tax basis.