Columbia Financial, Inc. · NASDAQ:CLBK
Columbia Financial — Merger or Acquisition (December 2019)
9 slides from Columbia Financial's merger presentation, Dec 3, 2019
Slide 1: December 3, 2019
NASDAQ: CLBK December 3, 2019
Slide 2: Safe Harbor Statement
SAFE HARBOR STATEMENT THIS CONTAINS FORWARD - LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 REGARDING COLUMBIA FINANCIAL INC.’S EXPECTATIONS OR PREDICTIONS OF FUTURE FINANCIAL OR BUSINESS PERFORMANCE OR CONDITIONS. FORWARD - LOOKING STATEMENTS ARE TYPI
Slide 3: Transaction Overview
TRANSACTION OVERVIEW Assumed Valuation / Shares Issued Transaction Mechanics 2. • Merger of Mutual Holding Companies • Columbia Financial, Inc . (“CLBK”) will issue shares to its mutual holding company as “consideration” • Roselle Bank, its mutual holding company and mid - tier holding company will
Slide 4: Overview of Roselle Bank
OVERVIEW OF ROSELLE BANK Company Overview Headquarters: Roselle, NJ Assets: $442.1 Gross Loans: $170.7 Total Deposits: $338.3 Tang. Common Equity: $60.5 TCE / TA: 13.68% LTM Net Income/(Loss): ($3.4) LTM ROAA: (0.80%) LTM ROAE: (5.52%) LTM Efficiency Ratio: 150.03% NPA’s / Assets (Excl. TDRs): 0.04%
Slide 5: Strengthens Branch Franchise
STRENGTHENS BRANCH FRANCHISE Pro Forma Map Deposit Market Share Note : Deposit data as of 6 / 30 / 2019 . 4. = Columbia Financial, Inc. (CLBK) = Roselle Bank New Jersey Rank Institution Total Deposits ($000s) Total Market Share (%) 1 Bank of America Corporation (NC) 56,039,292 16.4% 2 Toronto-Domini
Slide 6: Financial Assumptions and Projected Results
• Transaction close in Q2 of 2020 • 5.84 MM shares issued to Columbia Bank, MHC (For illustration purposes. The actual number of shares to be issued will be determined at close based on the appraised value of Roselle Bank and the fair market value of CLBK common stock) • $9 MM in gross deal expenses
Slide 7: Transaction Rationale
TRANSACTION RATIONALE • Unique opportunity to use MHC structure • No merger consideration paid to a third party • All shares of Columbia Financial are issued to Columbia’s MHC • Increases tangible equity by ~$50 MM • Accretive to FCTBV • Adds attractive markets, customers, and talent • Meaningful an
Slide 8: Appendix: Mark to Market Adjustments
7. APPENDIX: MARK TO MARKET ADJUSTMENTS
Slide 9: Roselle Bank Preliminary Valuation and Mark to Market Adjustments
8. Roselle Bank Preliminary Valuation 95.5$ a Roselle Bank Equity 9/30/19 60.5 Roselle Bank Loss Until Close (3.1) Roselle Bank Deal Expenses, No Tax Benefit (5.8) Mark to Market Adjustments, Net 2.8 Roselle Bank Adjusted Equity 54.4 b Goodwill 41.1 c = a-b Core Deposit Intangible 1.3 d Value of Sha
Columbia Financial — Merger or Acquisition (December 2019) on 6ix