SUSSEX BANCORP (NASDAQ:SBBX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry into a Material Definitive Agreement. |
Sussex Bancorp (the Company) announced on April 11, 2017 the
execution of a definitive merger agreement (the Merger Agreement)
whereby the Company will acquire Community Bank of Bergen County,
NJ (Community).
Subject to the terms and conditions of the Merger Agreement,
which has been approved by the boards of directors of each
party,Community will merge with and into the Companys subsidiary
bank, Sussex Bank (the Merger), and will operate under the name
Sussex Bank until the parties collaborate and agree on a new name
for Sussex Bank.
Under the terms of the Merger Agreement, each outstanding share
of Community common stock will be converted into the right to
receive .97 shares of the Companys common stock.
The Merger is subject to customary closing conditions, including
the receipt of regulatory approvals and approval by the
shareholders of the Company and Community, respectively, and is
expected to close in the third quarter of 2017. Following the
Merger, Peter A. Michelotti, currently the President and Chief
Executive Officer of Community, will be employed as Chief
Operating Officer of the Company and Sussex Bank. Three members
of the current Board of Directors of Community, including Mr.
Michelotti, will be appointed to the Board of Directors of the
Company and the Board of Directors Sussex Bank, to serve until
the next annual meeting of the Company at which time the
directors will be nominated for re-election.
In connection with the Merger Agreement, the Company and Sussex
Bank entered into an Employment Agreement with Mr. Michelotti,
which will be effective upon the closing of the Merger.
Additionally, concurrently with entering into the Merger
Agreement, the Company entered into Voting Agreements with three
Community executive officers and all Community directors to which
such shareholders agreed to vote their Community shares in favor
of the Merger.
If the Merger is not consummated under specified circumstances,
Community may be required to pay the Company a termination fee of
approximately $1.8 million.
The Merger Agreement also contains customary representations and
warranties that the Company and Community made to each other as
of specific dates. The assertions embodied in those
representations and warranties were made solely for purposes of
the contract between the Company and Community, and may be
subject to important qualifications and limitations agreed to by
the parties in connection with negotiating its terms. Moreover,
the representations and warranties are subject to a contractual
standard of materiality that may be different from what may be
viewed as material to shareholders, and the representations and
warranties may have been used to allocate risk between the
Company and Community rather than establishing matters as facts.
The foregoing is not a complete description of the Agreement and
is qualified in its entirety by reference to the full text of the
Agreement, which is filed as Exhibit 2.1 hereto and is
incorporated herein by reference. For additional information,
reference is made to the press release dated April 11, 2017,
which is included as Exhibit 99.1 and is incorporated herein by
reference.
Important Additional Information and Where to Find
It
The Company intends to file with the SEC a Registration Statement
on Form S-4 relating to the proposed merger as well as the joint
proxy statement-prospectus of the Company and Community for the
solicitation of proxies from the shareholders the respective
companies. This communication does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval.SHAREHOLDERS OF THE
COMPANY AND COMMUNITY ARE URGED TO READ THE REGISTRATION
STATEMENT AND THE JOINT PROXY STATEMENT-PROSPECTUS REGARDING THE
MERGER WHEN IT BECOMES AVAILABLE, AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.A free copy of the joint proxy
statement-prospectus, as well as other filings containing
information about the Company and Community, may be obtained at
the SECs website at http://www.sec.gov. In addition, copies of
the joint proxy statement-prospectus can also be obtained free of
charge by directing a request to Sussex Bancorp, 100 Enterprise
Drive, Suite 700, Rockaway, NJ 07866, attention: Corporate
Secretary (844) 256-7328.
The Company and certain of their respective directors and
executive officers may, under the rules of the SEC, be deemed to
be participants in the solicitation of proxies from shareholders
of the Company in connection with the proposed merger.
Information concerning the interests of the persons who may be
considered participants in the solicitation will be set forth in
the joint proxy statement-prospectus relating to the proposed
merger. Information concerning the Companys directors and
executive officers, including their ownership of the Companys
common stock, is set forth in its proxy statement previously
filed with the SEC on March 23, 2017. Shareholders may obtain
additional information regarding interests of such participants
by reading the registration statement and the joint proxy
statement-prospectus when they become available.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit Number |
Description | |
| 2.1 |
Agreement and Plan of Merger by and between, Sussex Bancorp, Sussex Bank and Community Bank of Bergen County, NJ, dated April 10, 2017. |
|
| 10.1 |
Employment Agreement by and between Peter A. Michelotti, Sussex Bank and Sussex Bancorp. |
|
| 99.1 | Press release issued by SBBX on April 11, 2017. |
About SUSSEX BANCORP (NASDAQ:SBBX)
Sussex Bancorp is a bank holding company for Sussex Bank (the Bank). The Company’s primary business is the ownership and supervision of the Bank. The Company has two business segments: banking and financial services, and insurance services. The Company, through the Bank, conducts a traditional commercial banking business, and offer services, including personal and business checking accounts and time deposits, money market accounts and savings accounts. The Company, through the Bank’s subsidiary, Tri-State, operates a full service general insurance agency, offering both commercial and personal lines of insurance. The Company’s service area primarily consists of Sussex, Morris and Bergen Counties in New Jersey, and Orange and Queens Counties, New York. The Company’s loan portfolio includes commercial and industrial consumer loans, construction loans, commercial real estate loans, residential real estate loans, and consumer and other loans. SUSSEX BANCORP (NASDAQ:SBBX) Recent Trading Information
SUSSEX BANCORP (NASDAQ:SBBX) closed its last trading session down -0.60 at 24.45 with 199,973 shares trading hands.