Investors Bancorp, Inc. (NasdaqGS:ISBC) signed a definitive merger agreement to acquire Gold Coast Bancorp, Inc. (OTCPK:GLDT) for $62.3 million on July 24, 2019. Under the terms of the agreement, the shareholders of Gold Coast Bancorp, Inc. will have the option to elect to receive either 1.422 shares of common stock of Investors Bancorp, Inc., or $15.75 in cash for each common share of Gold Coast Bancorp, Inc. they own, subject to proration to ensure that in the aggregate, 50% of transaction consideration will be paid in the form of common stock of Investors Bancorp, Inc. while the remaining 50% will be exchanged for cash. The options and warrants for common stock of Gold Coast Bancorp, Inc. will be cashed out for an amount of $1.3 million. Upon closing, Gold Coast Bancorp, Inc. will be merged into Investors Bancorp, with Investors Bancorp as the surviving corporation. In addition, immediately after the effective time of the merger, Gold Coast Bank, a wholly owned subsidiary of Gold Coast Bancorp, Inc., will be merged with and into Investors Bank, a wholly owned subsidiary of Investors Bancorp, with Investors Bank as the surviving corporation. The separate existence of Gold Coast Bank will be ceased. The merger agreement provides certain termination rights for both Investors Bancorp and Gold Coast Bancorp, Inc. and further provides that a termination fee of $1.89 million will be payable by Gold Coast Bancorp, Inc. to Investors Bancorp. Investors Bancorp, Inc. will create a regional advisory board to support future growth initiatives, consisting of members of Gold Coast Bancorp, Inc.'s current Board of Directors. The Directors and officers of Investors Bancorp and Investors Bank immediately prior to the mergers will continue as Directors and officers of Investors Bancorp and Investors Bank after the mergers. Upon the closing of the mergers, the Gold Coast Bancorp Directors and Catherine Califano will be appointed to an advisory Board. John Tsunis is expected to serve as Chairman of the regional advisory Board.

The completion of the transaction is subject to Gold Coast Bancorp, Inc.'s stockholder approval, S-4 shall having been declared effective by the SEC, Investors Bancorp and Gold Coast Bancorp, Inc. having received opinion of their respective counsels that the merger will be treated for federal income Tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code, shares of Investors Bancorp issuable to the shareholders of Gold Coast Bancorp, Inc. upon consummation of the merger shall have been authorized for listing on the NASDAQ Global Select Market, third party consents and regulatory approvals. The transaction is subject to receipt of all necessary regulatory approvals, including approvals of the from the Federal Deposit Insurance Corporation and the New York Department of Financial Services and from the Board of Governors of the Federal Reserve System and the expiration of all statutory waiting periods in respect of such approvals. The Boards of Directors of both Investors Bancorp, Inc. and Gold Coast Bancorp, Inc. have unanimously approved the definitive agreement. The Board of Directors of Gold Coast Bancorp, Inc. has received a fairness opinion from Boenning to the effect that, the merger consideration is fair to the shareholders of Gold Coast Bancorp, Inc. from a financial point of view. The Directors and Executive Officers of Gold Coast Bancorp, Inc. have agreed to vote their shares in favor of the approval of the merger agreement at the shareholders' meeting to be held to vote on the transaction. Special meeting of shareholders of Gold Coast Bancorp will be held on December 12, 2019 to approve the transaction. As of December 16, 2019, the shareholders of Gold Coast Bancorp have approved the transaction.

As of March 10, 2020, the transaction received approval from the Federal Deposit Insurance Corporation. The transaction has also obtained a waiver from the Board of Governors of the Federal Reserve System. The New Jersey Department of Banking and Insurance and the New York Department of Financial Services have also approved the mergers. The transaction is expected to close in the early part of the first quarter of 2020. As on March 10, 2020, the election deadline for the shareholders of Gold Coast Bancorp is April 2, 2020. The transaction is expected to be completed on April 3, 2020. Investors Bancorp, Inc. expects the transaction to be approximately 2.5% accretive to earnings per share, inclusive of fully phased-in cost savings.

Lazard acted as financial advisor for Investors Bancorp, Inc. Keefe Bruyette & Woods acted as financial advisor for Gold Coast Bancorp, Inc. and Boenning & Scattergood acted as its fairness opinion provider to Gold Coast. Gold Coast Bancorp agreed to pay Boenning a non-refundable cash fee equal to $175,000, $20,000 of which became payable upon retention of Boenning and $155,000 of which became payable concurrently with the rendering of Boenning's opinion. Boenning's fee for rendering the fairness opinion was not contingent upon Boenning reaching any particular conclusion. Michael M. Horn and Veronica H. Montagna of McCarter & English, LLP acted as the legal advisor to Investors Bancorp. Robert A. Schwartz of Windels, Marx, Lane & Mittendorf, LLP acted as legal advisor to Gold Coast Bancorp, Inc. Georgeson LLC acted as the information agent to Gold Coast Bancorp and will receive a fee of $6,500 for its services. Computershare acted as the transfer agent to Investors Bancorp.

Investors Bancorp, Inc. (NasdaqGS:ISBC) completed the acquisition of Gold Coast Bancorp, Inc. (OTCPK:GLDT) on April 3, 2020.