공시 • Jun 03
ConnectOne Bancorp, Inc. (NasdaqGS:CNOB) completed the acquisition of The First of Long Island Corporation (NasdaqCM:FLIC) from Dimensional Fund Advisors LP, BlackRock, Inc. (NYSE:BLK) and others.
ConnectOne Bancorp, Inc. (NasdaqGS:CNOB) have entered into a definitive agreement to acquire The First of Long Island Corporation (NasdaqCM:FLIC) from Dimensional Fund Advisors LP, BlackRock, Inc. (NYSE:BLK) and others for approximately $280 million on September 4, 2024. Under the terms of the agreement, First of Long Island shareholders will receive 0.5175 shares of ConnectOne common stock for each share of First of Long Island common stock. The transaction is presently valued at approximately $284 million in the aggregate, or approximately $12.40 per First of Long Island share, based upon the closing common stock price of $23.97 for ConnectOne Bancorp as of September 4, 2024. Following the Merger, FLIC’s wholly owned bank subsidiary, First National Bank of Long Island, will merge with and into ConnectOne’s wholly owned bank subsidiary, ConnectOne Bank, with the ConnectOne Bank as the surviving bank. The combined company will operate under the ConnectOne brand, and will have approximately $14 billion in total assets, $11 billion in total deposits, and $11 billion in total loans. Upon the closure of the deal, Chris Becker, CEO of The First of Long Island, will transition into the role of vice chairman of ConnectOne, and two independent members of FLIC will join the board of CNOB. As part of the transaction, ConnectOne plans to raise approximately $100 million in subordinated debt prior to the transaction closing, the net proceeds of which will be downstreamed in the form of equity capital to ConnectOne Bank. First of Long Island shareholders will comprise 24% and ConnectOne shareholders will comprise 76% of the pro forma combined Company. The merger is expected to be approximately 36% accretive to ConnectOne’s earnings per share in 2025 as adjusted for an illustrative full phase-in of cost savings. Tangible book value per share dilution is projected at 12%, with an earnback period of approximately 2.9 years.
The Merger Agreement provides certain termination rights for each party and further provides that, in the event the Merger Agreement is terminated under certain circumstances in connection with a competing acquisition transaction, FLIC will be required to pay ConnectOne a termination fee equal to $11,845,000. Immediately after consummation of the Transaction, ConnectOne and ConnectOne Bank will add to their respective Boards of Directors (i) Christopher Becker, current FLIC President and Chief Executive Officer, who will serve as Vice Chair of ConnectOne and ConnectOne Bank and (ii) two (2) additional members of the FLIC Board of Directors designated by ConnectOne.
The transaction has been unanimously approved by the Board of Directors of both companies and is expected to be completed in mid-2025, subject to approval by shareholders of both First of Long Island and ConnectOne, receipt of required regulatory approvals, effectiveness of the registration statement to be filed by ConnectOne, Third Party consent and approval for listing on NASDAQ with respect to ConnectOne Common Stock to be issued in the Merger and other customary closing conditions. The shareholders of ConnectOne and The First of Long Island Corporation approved the merger at separate special meetings the shareholders of both companies held on February 14, 205 and now the transaction is expected to occur in the second quarter of 2025, subject to the receipt of regulatory approval and other customary closing conditions.
As of May 6, 2025, the transaction was approved by Federal Deposit Insurance Corporation. Closing of the transaction is expected to occur on or about June 1, 2025, pending approvals or waivers from the New Jersey Department of Banking and Insurance and the Federal Reserve Bank of New York.
Igor Borodulin, Joseph Moeller of Keefe, Bruyette & Woods, Inc., A Stifel Company, served as financial advisor as well as fairness opinion provider to ConnectOne and Robert A. Schwartz of Windels Marx Lane & Mittendorf, LLP served as its legal counsel. Bill Hickey, Justin Kessler of Piper Sandler & Co, served as financial advisor as well as fairness opinion provider to First of Long Island and John Gorman, Greg Sobczak, Max Seltzer, and Zachary Davis of Luse Gorman PC served as its legal counsels. ConnectOne has agreed to pay KBW a cash fee equal to 1.15% of the aggregate merger consideration, $500,000 of which became payable to KBW with the rendering of KBW’s opinion and the balance of which is contingent upon the consummation of the merger. At the time of announcement of the transaction Piper Sandler’s fee was approximately $3.23 million. Piper Sandler also received a $500,000 fee from FLIC upon rendering its opinion, which opinion fee will be credited in full towards the portion of the advisory fee which will become payable to Piper Sandler upon closing of the transaction. Broadridge Financial Solutions, Inc. acted as transfer agent to ConnectOne. Laurel Hill Advisory Group, LLC acted as information agent to ConnectOne and The First of Long Island. FLIC has also retained Laurel Hill Advisory Group, LLC, at an estimated cost of $10, 000 plus reimbursement of out of pocket expenses, including per call fees for each call made, to assist in the solicitation of proxies. ConnectOne has retained Laurel Hill Advisory Group, LLC, at an estimated cost of $7,500 plus reimbursement of out of pocket expenses, including per call fees for each call made, to assist in the solicitation of proxies.
ConnectOne Bancorp, Inc. (NasdaqGS:CNOB) completed the acquisition of The First of Long Island Corporation (NasdaqCM:FLIC) from Dimensional Fund Advisors LP, BlackRock, Inc. (NYSE:BLK) and others on June 1, 2025.