BCB Bancorp, Inc. (Nasdaq GM: BCBP) (“BCBP”) and Allegiance Community Bank (“ACB”) jointly announced today the signing of a definitive merger agreement (“agreement”). Under the terms of the agreement ACB will merge with and into BCBP’s subsidiary BCB Community Bank. ACB stockholders will receive 0.35 shares (“Exchange Ratio”) of BCBP for each share of ACB. The Exchange Ratio may be adjusted under certain circumstances.
The Board of Directors of BCBP and its subsidiary BCB Community Bank will be expanded by two seats for representation from ACB. Members of the ACB management team are expected to join BCBP.
The merger will add approximately $120 million in assets to BCBP’s $1.1 billion asset base and will add two branch locations to BCBP’s branch network. Management expects the merger to be accretive to BCBP’s 2012 earnings per share.
Mark D. Hogan, Chairman of BCBP stated, “The combination will expand our franchise into two new markets. We expect to be able to increase lending and deposits in the markets presently served by Allegiance as a result of BCBP’s higher capital base and the broader products and services provided by BCBP. We will continue to emphasize Allegiance’s service-oriented community bank culture.”David Onderko, President and Chief Executive Officer of ACB said, “This combination provides ACB with additional capital and financial resources to better serve our customers and local markets. The additional capital will increase our lending capacity and allow us to grow the franchise. Our customers will benefit from additional branches, products and services. BCBP shares our philosophy of customer service and local decision making. Our shareholders will benefit from the merger synergies, BCB’s attractive cash dividend and stock liquidity.” Both parties have completed due diligence, paying particular attention to credit matters. The merger is subject to certain conditions, including the approval of the shareholders of ACB and receipt of regulatory approvals. The merger is expected to be completed in the third quarter of 2011.
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