Country Bank Holding Company, Inc. and OceanFirst Financial Corp. Announce Merger Agreement

NEW YORK, Aug. 09, 2019 (GLOBE NEWSWIRE) -- Country Bank Holding Company, Inc. CYHC ("CYHC"), parent company of Country Bank, announced today the signing of a definitive merger agreement with OceanFirst Financial Corp. OCFC ("OceanFirst"), parent company of OceanFirst Bank N.A. ("OceanFirst Bank"). Under the agreement, OceanFirst will acquire CYHC and upon completion of the merger, Country Bank will merge into OceanFirst Bank. The transaction is valued at approximately $46,280 per CYHC common share or approximately $102.2 million in the aggregate based on OceanFirst's closing stock price of $23.14 as of August 8, 2019.

"We are very pleased about partnering with a high-performing company that shares our community banking culture and values. We find the strategic fit of the two organizations compelling, especially for our customers that will benefit from the broader array of products and services, and for our stockholders," said Joseph M. Murphy, CYHC Chairman and Chief Executive Officer. "We will leverage the new resources and products available to us through OceanFirst Bank and are attracted to the opportunity to operate in our current markets with a significantly larger scale."

OceanFirst was founded in 1902 and is an $8.0 billion regional bank operating throughout New Jersey, metropolitan Philadelphia and metropolitan New York City.  OceanFirst Bank delivers commercial and residential financing solutions, trust and asset management and deposit services and is one of the largest and oldest community-based financial institutions headquartered in New Jersey. Under the terms of the merger agreement, upon completion of the merger, shareholders of CYHC will be entitled to receive 2,000 shares of OceanFirst common stock for each outstanding share of CYHC common stock. "We are excited for CYHC shareholders to join the OceanFirst family, as Country Bank shares a similar operating philosophy and builds upon our lending initiatives in metropolitan New York," said Christopher D. Maher, OceanFirst Chairman and Chief Executive Officer. "We believe the addition of this high-performing franchise will further leverage the significant investments we have made in people, processes and technology and positively impact our earnings potential. We look forward to continuing to provide our customers with extraordinary service and deliver enhanced value to our stockholders."

The merger agreement has been unanimously approved by the CYHC and OceanFirst Boards of Directors.  The completion of the merger is expected to close in the first quarter of 2020, subject to CYHC receiving the requisite approval of its shareholders, receipt of all required regulatory approvals, and fulfillment of other customary closing conditions.  

OceanFirst also announced the signing of a merger agreement with Two River Bancorp, the parent holding company of Two River Community Bank, headquartered in Tinton Falls, New Jersey.  Founded in 2000, Two River is a full-service community bank operating 14 branch locations and 2 loan production offices in Monmouth, Ocean, Union and Essex Counties. At June 30, 2019, Two River had $1.2 billion in assets, $953.1 million in loans, $972.6 million in deposits and $121.4 million in shareholders' equity.

Sandler O'Neill & Partners, L.P. served as financial advisor to CYHC and Luse Gorman, PC served as CYHC's legal counsel. Piper Jaffray & Co. served as financial advisor to OceanFirst and Skadden, Arps, Slate, Meagher & Flom LLP served as OceanFirst's legal counsel.

Conference Call, Webcast and Investor Presentation

OceanFirst will host a conference call to discuss the proposed transactions on Friday, August 9, 2019 at 1:00p.m. Eastern Time. Christopher D. Maher, OceanFirst Financial Corp. Chairman and Chief Executive Officer, will host the call. The conference call dial-in number is 1-888-338-7143. For those unable to participate in the conference call, a replay will be available. To access the replay, dial 1-877-344-7529, Replay Conference Number 10134261 from one hour after the end of the call until November 12, 2019. A copy of the slide presentation will also be available on the website by going to Investor Relations and clicking on Presentations.

The conference call will also be available (listen-only) via the Internet by accessing OceanFirst's Web address: www.oceanfirst.com – Investor Relations. Web users should go to the site at least fifteen minutes prior to the call to register, download and install any necessary audio software.

About OceanFirst Financial Corp.

OceanFirst Financial Corp.'s subsidiary, OceanFirst Bank N.A., founded in 1902, is an $8.0 billion regional bank operating throughout New Jersey, metropolitan Philadelphia and metropolitan New York City.  OceanFirst Bank delivers commercial and residential financing solutions, trust and asset management and deposit services and is one of the largest and oldest community-based financial institutions headquartered in New Jersey.

About Country Bank Holding Company, Inc.

Country Bank is a New York State chartered commercial bank, founded in 1988, with over $780 million in assets. The bank is controlled by the Murphy Family and specializes in small business and commercial real estate lending. In 2015 it opened its flagship branch on 42^nd Street and Third Avenue in NYC. The bank has additional branches in Midtown NYC, Riverdale, Woodlawn and Scarsdale.  The bank is a FDIC-insured full service commercial bank devoted to building relationships with their customers and the local communities that the branches reside in.

Cautionary Notes on Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may include: management plans relating to the proposed transaction with OceanFirst Financial Corp; the expected timing of the completion of the transaction; the ability to complete transaction; the ability to obtain any required regulatory, stockholder or other approvals; any statements of the plans and objectives of management for future operations, products or services, including the execution of integration plans relating to the transaction; any statements of expectation or belief; projections related to certain financial metrics; and any statements of assumptions underlying any of the foregoing. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "seek", "plan", "will", "would", "target," "outlook," "estimate," "forecast," "project" and other similar words and expressions or negatives of these words. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time and are beyond our control. Forward-looking statements speak only as of the date they are made. Country Bank Holding Company, Inc. does not assume any duty and does not undertake to update any forward-looking statements. Because forward-looking statements are by their nature, to different degrees, uncertain and subject to assumptions, actual results or future events could differ, possibly materially, from those that we anticipated in its forward-looking statements, and future results could differ materially from historical performance. Factors that could cause or contribute to such differences include, but are not limited to:  the possibility that expected benefits of  the transaction may not materialize in the timeframe expected or at all, or may be more costly to achieve; that the transaction may not be timely completed, if at all; that prior to the completion of the transaction, Country Bank's and OceanFirst's respective businesses may not perform as expected due to transaction-related uncertainty or other factors; that the parties are unable to successfully implement integration strategies related to the transaction; that required regulatory, stockholder or other approvals are not obtained or other customary closing conditions are not satisfied in a timely manner or at all; reputational risks and the reaction of the companies' stockholders, customers, employees and other constituents to the transaction and diversion of management time on matters related to the transactions; the impact of the proposed acquisition of Two Rivers on OceanFirst and the combined entity and the risk that the benefits of the Two Rivers acquisition on the combined entity may not be realized or may not occur if the transaction is not consummated. These risks, as well as other risks associated with the transaction will be more fully discussed in the prospectus of OceanFirst and proxy statement of Country Bank Holding Company that will be included in the registration statement on Form S-4 that will be filed with the SEC in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4 will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. For any forward-looking statements made in this communication or in any documents, OceanFirst and Country Bank Holding Company, Inc. claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Additional Information about the Proposed Transaction

In connection with the proposed transaction with Country Bank, OceanFirst intends to file a registration statement on Form S-4 containing a prospectus of OceanFirst and proxy statement of Country Bank Holding Company, Inc. and other documents regarding the Country Bank transaction with the SEC. Before making any voting or investment decision, the investors and shareholders of Country Bank Holding Company, Inc. are urged to carefully read the entire prospectus of OceanFirst and proxy statement of Country Bank Holding Company, Inc. when they become available and any other relevant documents filed by OceanFirst with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about OceanFirst and Country Bank Holding Company, Inc. and the proposed transaction. When available, copies of the prospectus of OceanFirst and proxy statement of Country Bank Holding Company, Inc. will be mailed to the shareholders of Country Bank Holding Company, Inc. Country Bank Holding Company, Inc. investors and shareholders are also urged to carefully review and consider OceanFirst's public filings with the SEC, including but not limited to its Annual Report on Form 10-K, proxy statement, Current Reports on Form 8-K and Quarterly Reports on Form 10-Q. When available, copies of the prospectus of OceanFirst and proxy statement of Country Bank Holding Company, Inc. also may be obtained free of charge at the SEC's web site at http://www.sec.gov.  You may also obtain these documents, free of charge, from OceanFirst by accessing OceanFirst's website at www.oceanfirstonline.com under the tab "Investor Relations" and then under the heading "SEC Filings."

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Contacts:

Joseph M. Murphy
Chairman of the Board and Chief Executive Officer
Joseph M. Murphy, Jr., President
Country Bank Holding Company, Inc.
Tel:  (212) 818-9090