Northfield Bancorp, Inc. (Staten Island, NY) signed a definitive agreement to acquire VSB Bancorp, Inc. for $63.8 million.
The transaction is subject to approval from shareholders of VSB Bancorp and normal and customary regulatory approvals, and all waiting periods relating to such approvals being expired, the registration statement becoming effective under the Securities Act, the shares of Northfield Bancorp Common Stock to be issued in the Merger to be authorized for listing on the Nasdaq, dissenters rights limited to 10% and receipt by Northfield Bancorp and VSB Bancorp of an opinion from their respective legal counsel to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. The transaction has been unanimously approved by the Boards of both Northfield Bancorp, Inc. and VSB Bancorp. All VSB Bancorp directors and executive officers have entered into voting agreements to vote their shares in favor of the transaction. As of March 20, 2020, VSB Bancorp would delay its special meeting of stockholders from April 28, 2020 until June 23, 2020. As of June 23, 2020, the transaction has been approved by shareholders of VSB Bancorp. The transaction is expected to close in the second quarter of 2020. As per update dated June 24, 2020, the transaction is expected to be completed by July 1, 2020. The transaction is expected to be 8.5% accretive to Northfield's 2021 earnings per share. Sandler O'Neill + Partners, L.P. served as financial advisor, Eric Luse, Scott Brown and Ned Quint of Luse Gorman, PC served as legal counsels to Northfield. FinPro Capital Advisors, Inc. rendered a fairness opinion and Jay L. Hack of Gallet Dreyer & Berkey, LLP served as legal counsel to Victory. FinPro Capital Advisors, Inc. will receive a fee of $0.13 million. KPMG LLP acted as accountant while Broadridge Corporate Issuer Solutions, Inc. acted as registrar for Northfield. Piper Sandler & Co. acted as a financial advisor to Northfield Bancorp, Inc.