Toms River, N.J.-based OceanFirst Financial Corp. agreed to acquire Tinton Falls, N.J.-based Two River Bancorp in a deal valued at about $182.8 million.
Under the terms of the deal, Two River Bancorp shareholders will receive 0.6663 of an OceanFirst common share and $5.375 in cash for each common share they own. The purchase price is based on OceanFirst's Aug. 8 closing price of $23.14, and the deal values Two River Bancorp common shares at $20.79 apiece.
Two River Community Bank will merge into OceanFirst Bank NA upon completion of the deal, expected in the first quarter of 2020.
S&P Global Market Intelligence calculates the deal is 151.01% of common equity, 177.48% of tangible common equity and 15.66x earnings, on an aggregate basis. The deal value is 15.89% of assets, 18.85% of deposits and it has a tangible book premium to deposits of 9.50%.
S&P Global Market Intelligence valuations for bank and thrift targets in the Mid-Atlantic region between Aug. 9, 2018, and Aug. 9 averaged 143.15% of book and 151.64% of tangible book and had a median of 18.39x last-12-months earnings, on an aggregate basis.
The Toms River, N.J.-based bank will enter Essex County, N.J., where there are approximately $25.05 billion in total market deposits, with one branch, and enter Monmouth County, N.J., with 12 new branches to be ranked eighth with a share of 6.21% of approximately $24.17 billion in total market deposits. It will also enter in Union County, N.J., with three branches to be ranked no. 22 with a share of 0.60% of approximately $27.03 billion in total market deposits.
OceanFirst also announced it will acquire New York-based Country Bank Holding Co. Inc. in a $102.2 million all-stock deal. The two deals will increase the company's total assets to $9.93 billion upon completion, based on June 30 data from S&P Global Market Intelligence. The company would then just be below the $10 billion threshold, above which it would be subject to new rules under the Dodd-Frank Act.
OceanFirst had total assets of $8.03 billion and Two River Bancorp had total assets of $1.15 billion, both as of June 30, according to S&P Global Market Intelligence data.
Boenning & Scattergood Inc. is Two River Bancorp's financial adviser on the transaction, and Stevens & Lee is legal counsel. Piper Jaffray & Co. is OceanFirst's financial adviser on the deal, while Skadden Arps Slate Meagher & Flom LLP is legal counsel.