Columbia Bank MHC, Columbia Financial and Columbia Bank, and RSB Bancorp MHC, RSB Bancorp and Roselle Bank have signed an agreement under which Columbia Financial will acquire Roselle Bank.
Under the terms of the agreement, Roselle depositors will become Columbia Bank depositors and have the same rights in Columbia Bank MHC.
Columbia Bank MHC is the mutual holding company parent of Columbia Bank.
As part of the transaction, Columbia Financial will issue additional shares of its common stock to Columbia Bank MHC equal to the fair value of Roselle determined by an appraiser.
The shares are expected to be issued prior to completion of the merger.
After completion of the merger, Columbia and Columbia Bank Foundation will support the charitable organisations which Roselle serves.
Roselle Bank operates offices in Union, Somerset and Hunterdon Counties
As of 30 September 2019, the bank had $442m in assets, $171m in loans, $338m in deposits and $61m equity capital.
The transaction, unanimously approved by each the boards of directors of both companies, is subject to regulatory approvals and the satisfaction of customary closing conditions.
The transaction is expected to close in the second quarter of 2020.
Columbia expects the transaction to be accretive to the company’s 2021 net income on a pro forma basis, but dilutive to 2021 earnings per share by approximately 4%.
Boenning & Scattergood advised Columbia in the transaction, Kilpatrick Townsend & Stockton represented the company.
Sandler O’Neill + Partners advised Roselle and Luse Gorman represented the company.
Columbia has offered full employment to Roselle employees. After completion of the merger, one current member of Roselle’s board of directors will join Columbia Bank’s board.
Columbia president and CEO Thomas Kemly said: “We are pleased with the opportunity to welcome Roselle Bank and its employees to Columbia Bank.
“The transaction will combine two community banks with strong, loyal customer bases, while expanding the Columbia Bank franchise in Union, Somerset and Hunterdon Counties.”