CRANBURY, N.J., Nov. 06, 2017 (GLOBE NEWSWIRE) -- 1ST Constitution Bancorp (Nasdaq:FCCY), the holding company for 1ST Constitution Bank, and New Jersey Community Bank (OTC PINK:NJCB) jointly announced today that they have entered into a definitive agreement and plan of merger pursuant to which 1ST Constitution Bancorp will acquire New Jersey Community Bank in a stock and cash transaction valued at approximately $4.00 per share, or approximately $7.6 million in total consideration. Upon the closing of the transaction, New Jersey Community Bank will merge with and into 1ST Constitution Bank. The merger has been unanimously approved by the boards of directors of both institutions, and is anticipated to be completed at the end of the first quarter of 2018. The transaction is subject to approval by the shareholders of New Jersey Community Bank, as well as regulatory approvals, and other customary closing conditions.
Under the terms of the merger agreement, New Jersey Community Bank shareholders will receive $1.60 in cash and 0.1333 shares of 1ST Constitution Bancorp common stock, subject to adjustment as set forth in the merger agreement, for each share of New Jersey Community Bank common stock that they own. 1ST Constitution Bancorp expects to issue approximately 254,392 new shares of common stock in this transaction. This deal value equates to approximately 82% of New Jersey Community Bank’s tangible book value as of September 30, 2017, and is anticipated to be accretive to 1ST Constitution Bancorp’s earnings per share and tangible book value in 2018.
New Jersey Community Bank is headquartered in Freehold, New Jersey, and serves its customers and communities through two full-service locations in Freehold and Neptune City, New Jersey. New Jersey Community Bank has assets of approximately $104 million, loans of $83 million and deposits of $94 million as of September 30, 2017. Following consummation of the merger, 1ST Constitution will have approximately $1.2 billion in assets with 20 branch banking offices located in Bergen, Middlesex, Monmouth, Mercer and Somerset Counties, New Jersey.
“We are pleased to be combining with New Jersey Community Bank and expanding our presence in Monmouth County. 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,” said Robert F. Mangano, 1STConstitution Bancorp’s President and Chief Executive Officer. Mr. Mangano added, “The merger has solid strategic merit and will generate financial benefits to our existing shareholders and our new shareholders from New Jersey Community Bank.”
“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. Our customers and community will benefit from the enhanced financial products and services and financial strength provided by 1ST Constitution and 1STConstitution’s demonstrated strong commitment to its customers and community,” said William H. Placke, President and Chief Executive Officer of New Jersey Community Bank.
Sandler O’Neill + Partners, L.P. is serving as financial advisor to 1ST Constitution Bancorp and Day Pitney LLP is providing legal counsel to 1ST Constitution Bancorp in connection with the transaction. Boenning & Scattergood, Inc. is representing New Jersey Community Bank as financial advisors, and Windels Marx Lane & Mittendorf, LLP is serving as its legal counsel.
About 1ST Constitution Bancorp
1ST Constitution Bancorp, through its primary subsidiary, 1ST Constitution Bank, has approximately $1.1 billion of assets and operates 18 branch banking offices in Cranbury (2), Fort Lee, Hamilton, Hightstown, Hillsborough, Hopewell, Jamesburg, Lawrenceville, Perth Amboy, Plainsboro, Rocky Hill, Princeton, Rumson, Fair Haven, Shrewsbury, Little Silver and Asbury Park, New Jersey.
1ST Constitution Bancorp is traded on the Nasdaq Global Market under the trading symbol “FCCY” and information about the Company can be accessed through the Internet at www.1STCONSTITUTION.com
About New Jersey Community Bank
New Jersey Community Bank is a state-chartered commercial bank headquartered in Freehold, New Jersey. The Bank opened for business in July 2008 and operates two full-service banking offices in Monmouth County, New Jersey. The Bank provides traditional commercial and retail banking services to small businesses and consumers.