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OceanFirst edged out 3 other banks to buy Two River Bancorp

Toms River, N.J.-based OceanFirst Financial Corp. bested three other companies in its bid to acquire Tinton Falls, N.J.-based Two River Bancorp.

After an initial six banks held preliminary merger discussions with Two River's financial adviser, Boenning & Scattergood Inc., in late May and early June, four banks, including OceanFirst, submitted respective indications of interest. OceanFirst proposed acquiring Two River in an 80/20 stock-and-cash deal that would value Two River's common stock at $20 per share. One bank suggested a $20.00 to $21.00-per-share deal; another submitted a $20.50-per-share proposal; and a fourth presented a range of $18.00 to $20.00 per share.

Two River's board held a special meeting June 17 and after discussions with Boenning about the expressions of interest, determined to pursue a sale, according to a registration statement filed in connection with the deal.

The four bidders subsequently submitted revised offers June 24, with OceanFirst increasing the indicative price for Two River to $21.50 per share. Two River's board met June 26 and chose to invite only OceanFirst to conduct additional due diligence.

OceanFirst on June 27 submitted a revised offer proposing to buy Two River at a fixed-exchange ratio of 0.7107 of an OceanFirst common share and $4.30 in cash for each common share of Two River. OceanFirst on July 15 submitted its final and best offer valuing Two River at $22.32 per share. The increase from $21.50 was due to an increase in OceanFirst's stock price since it made its revised offer June 24.

However, OceanFirst's stock price in early August encountered fluctuations, and Two River asked the company to increase its share-exchange ratio. OceanFirst modified its offer by tweaking the deal mix to 75% stock and 25% cash, which equated to a fixed-exchange ratio of 0.6663 of an OceanFirst common stock and $5.375 in cash per Two River common stock. Two River's board agreed to accept the offer Aug. 8.

On Aug. 9, OceanFirst announced it would acquire Two River for $182.8 million. On the same day, it said it would also acquire New York-based Country Bank Holding Co. Inc. for $102.2 million.