Sun Bancorp, Inc. (NASDAQ:SNBC) Files An 8-K Other Events

Sun Bancorp, Inc. (NASDAQ:SNBC) Files An 8-K Other Events

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Item8.01.

Other Events

On June30, 2017, Sun Bancorp, Inc. (Sun) and OceanFirst Financial
Corp. (OceanFirst) issued a joint press release announcing the
execution of an Agreement and Plan of Merger, dated as of June30,
2017 (the Merger Agreement), by and among Sun Bancorp,
OceanFirst, and Mercury Merger Sub Corp., a direct wholly-owned
subsidiary of OceanFirst (Merger Sub).Subject to the terms and
conditions of the Merger Agreement, Merger Sub will merge with
and into Sun with Sun surviving as a wholly-owned subsidiary of
OceanFirst (the First-Step Merger) and, immediately following the
effective time of the First-Step Merger, Sun will merge with and
into Ocean with Ocean surviving as the surviving corporation
(together with the First-Step Merger, the Transaction). On
June30, 2017, Sun and OceanFirst also made a joint investor
presentation concerning the Transaction. Copies of the joint
press release and joint investor presentation are attached hereto
as Exhibits 99.1 and 99.2, respectively, and are incorporated by
reference herein.


* * *

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking
statements within the meaning of the federal securities laws,
including Section27A of the Securities Act of 1933, as amended,
and Section21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements may include: management
plans relating to the proposed transaction; the expected timing
of the completion of the proposed transaction; the ability to
complete the proposed transaction; the ability to obtain any
required regulatory, shareholder or other approvals; any
statements of the plans and objectives of management for future
operations, products or services, including the execution of
integration plans relating to the proposed transaction and the
recently completed acquisitions of Cape Bancorp, Inc (Cape) and
Ocean Shore Holding Co. (Ocean Shore) by OceanFirst; any
statements of expectation or belief; projections related to
certain financial metrics; and any statements of assumptions
underlying any of the foregoing. Forward-looking statements are
typically identified by words such as believe, expect,
anticipate, intend, seek, plan, will, would, target outlook,
estimate, forecast, project and other similar words and
expressions or negatives of these words. Forward-looking
statements are subject to numerous assumptions, risks and
uncertainties, which change over time and are beyond our control.
Forward-looking statements speak only as of the date they are
made. Neither OceanFirst nor Sun assumes any duty and does not
undertake to update any forward-looking statements. Because
forward-looking statements are by their nature, to different
degrees, uncertain and subject to assumptions, actual results or
future events could differ, possibly materially, from those that
OceanFirst or Sun anticipated in its forward-looking statements,
and future results could differ materially from historical
performance. Factors that could cause or contribute to such
differences include, but are not limited to, those included under
Item1A Risk Factors in OceanFirsts Annual Report on Form 10-K,
those included under Item1A Risk Factors in Suns Annual Report on
Form 10-K, those disclosed in OceanFirsts and Suns respective
other periodic reports filed with the Securities and Exchange
Commission (the SEC), as well as the possibility that expected
benefits of the proposed transaction and the Cape and Ocean Shore
acquisitions may not materialize in the timeframe expected or at
all, or may be more costly to achieve; that the proposed
transaction may not be timely completed, if at all; that prior to
the completion of the proposed transaction or thereafter,
OceanFirsts and Suns respective businesses may not perform as
expected due to transaction-related uncertainty or other factors;
that the parties are unable to successfully implement integration
strategies related to the proposed transaction and the Cape and
Ocean Shore acquisitions; that required regulatory, shareholder
or other approvals are not obtained or other customary closing
conditions are not satisfied in a timely manner or at all;
reputational risks and the reaction of the companies
shareholders, customers, employees and other constituents to the
proposed transaction; and diversion of management time on
merger-related matters. These risks, as well as other risks
associated with the proposed transaction, will be more fully
discussed in the joint proxy statement/prospectus that will be
included in the registration statement on Form S-4 that will be
filed with the SEC in connection with the proposed transaction.
While the list of factors presented here is, and the list of
factors to be presented in the registration statement on Form S-4
will be, considered representative, no such list should be
considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward looking
statements. For any forward-looking statements made in this Form
8-K or in any documents, OceanFirst and Sun claim the protection
of the safe harbor for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995. Annualized,
pro forma, projected and estimated numbers are used for
illustrative purposes only, are not forecasts and may not reflect
actual results.

Important Other Information

In connection with the proposed transaction, OceanFirstintends to
file a registration statement on Form S-4 containing a joint
proxy statement/prospectus and other documents regarding the
proposed transaction with the SEC. Before making any
voting or investment decision, the respective investors and
shareholders of OceanFirst and Sun are urged to carefully read
the entire joint proxy statement/prospectus when it becomes
available and any other relevant documents filed by either
company with the SEC, as well as any amendments or supplements to
those documents, because they will contain important information
about OceanFirst, Sun and the proposed transaction.

Investors and security holders are also urged to carefully review
and consider each of OceanFirsts and Suns public filings with the
SEC, including but not limited to their Annual Reports on Form
10-K, their proxy statements, their Current Reports on Form 8-K
and their Quarterly Reports on Form 10-Q. When available, copies
of the joint proxy statement/prospectus will be mailed to the
respective shareholders of OceanFirst and Sun. When available,
copies of the joint proxy statement/prospectus also may be
obtained free of charge at theSECsweb site athttp://www.sec.gov,
or by directing a request toOceanFirst Financial Corp., 975
Hooper Avenue, Toms River, New Jersey 08753, Attn: Christopher D.
Maher or Sun Bancorp, Inc., 350 Fellowship Road, Suite 101, Mount
Laurel, NJ 08054, Attn: Janice M. Clark, Corporate Secretary.

Participants in the Solicitation

OceanFirst, Sun and certain of their respective directors and
executive officers, under the SECs rules, may be deemed to be
participants in the solicitation of proxies of OceanFirsts and
Suns shareholders in connection with the proposed transaction.
Information about the directors and executive officers of
OceanFirst and their ownership of OceanFirst common stock is set
forth in the proxy statement for OceanFirsts 2017 Annual Meeting
of Stockholders, as filed with the SEC on Schedule 14A on
April26, 2017. Information about the directors and executive
officers of Sun and their ownership of Suns common stock is set
forth in the proxy statement for Suns 2017 Annual Meeting of
Shareholders, as filed with the SEC on Schedule 14A on May30,
2017. Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the solicitation of proxies of OceanFirsts and Suns shareholders
in connection with the proposed transaction may be obtained by
reading the joint proxy statement/prospectus regarding the
proposed transaction when it becomes available. Once available,
free copies of the joint proxy statement/prospectus may be
obtained as described in the preceding paragraph.

No Offer or Solicitation

This communication is not intended to and shall not constitute an
offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or a solicitation
of any vote of approval, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section10 of the Securities Act of 1933, as
amended.

Item9.01. Financial Statements and Exhibits


(d)
Exhibits


99.1
Joint Press Release, dated June30, 2017


99.2
Joint Investor Presentation Materials, dated June30, 2017



SUN BANCORP INC /NJ/ Exhibit
EX-99.1 2 d345468dex991.htm EX-99.1 EX-99.1 Exhibit 99.1   FOR IMMEDIATE RELEASE OceanFirst Financial Corp. Announces Agreement to Acquire Sun Bancorp,…
To view the full exhibit click here
About Sun Bancorp, Inc. (NASDAQ:SNBC)

Sun Bancorp, Inc. is a bank holding company. The Company’s principal subsidiary is Sun National Bank (the Bank). Through the Bank, it provides an array of community banking services to consumers, small businesses and mid-size companies. The lending services to businesses include term loans, lines of credit and commercial mortgages. The commercial deposit services include business checking and money market accounts, and cash management solutions, such as online banking, electronic bill payment, lockbox services, remote deposit and controlled disbursement services. Its lending services to consumers consist primarily of lines of credit of overdraft sweeps. Its consumer deposit services include checking accounts, savings accounts, certificates of deposit and individual retirement accounts. In addition, the Company, through its subsidiary, Prosperis Financial Solutions, LLC., offers client access to mutual funds, securities brokerage, annuities and investment advisory services.

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