Connectone Bancorp, Inc. · NASDAQ:CNOB

Connectone Bancorp — Merger or Acquisition (August 2019)

12 slides from Connectone Bancorp's merger presentation, Aug 16, 2019

  1. Slide 1: CNOB to Acquire Bancorp of New Jersey, Inc. (BKJ)

    & ConnectOne Bancorp, Inc. CNOB to Acquire Bancorp of New Jersey, Inc. (BKJ) Frank Sorrentino Ill, ConnectOne Chairman & CEO William S. B

  2. Slide 2: Forward Looking Statements

    Forward Looking Statements CAUTIONARY NOTES ON FORWARD LOOKING STATEMENTS: Alll non-historical statements in this press release (including without limitation statements regarding the pro forma effect of the proposed transaction, cost savings, anticipated expense totals, the accretive nature of the p

  3. Slide 3: Important Additional Information

    Important Additional Information In connection with the proposed merger with Bancorp of New Jersey, ConnectOne will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 to register the shares of ConnectOne’s common stock to be issued in connection with th

  4. Slide 4: Compelling Transaction Rationale

    Compelling Transaction Rationale Financially Savvy In-Market Acquisition Financially Accretive Low Integration and Execution Risk Acquisition of $925 million commercial bank operating within ConnectOne’s primary market area = High level of familiarity with BKJ franchise and customers - Compatible bu

  5. Slide 5: Overview of Bancorp of New Jersey

    Overview of Bancorp of New Jersey Branch Footprint Financial Snapshot — As of 6/30/2019 Sin milions ‘Source: SNL Financial, Company Flings (1) Based on Bancorp of New Jersey closing common stock price of $13.75 as of August 15, 2019 @ Nos 29) e } 8 ee | ] + Headquarters: Englewood Cis, NJ j / e <r t

  6. Slide 6: Complementary Commercial Lending Focus

    Complementary Commercial Lending Focus Opportunity to grow low cost deposits and relationsh + Similar loan composi commercial exposure + Opportunity to provide C81 and ‘SBA lending solutions to BKJ customers = c ° al + Higher legal lending limit and opportunity to accelerate growth among legacy BKJ

  7. Slide 7: Key Transaction Terms

    Key Transaction Terms = Transaction Value Approximately $113 mm, or $15.48 per share (?) Acquisivon Struct 80% Stock at 0.78 fixed exch ti ki f = Structure: 1% Stock al ixed exchange ratio Consideration 20% Cash at $16.25 per Share, subject to election and pro-ration & Structure = Pro Forma Ownershi

  8. Slide 8: Pro Forma Financial Impact

    Pro Forma Financial Impact = Est. Transaction Expenses: $10mm after-tax = Est. Expense Savings: 60% of BKJ's non-interest expense base = Gross Credit Mark $12.5mm, equal to 1.60% of BK.'s loans Key Trans ave _ = Core Deposit Intangible: 2.0% of BKJ's non-time deposits Assumptions = Expected Close: E

  9. Slide 9: Revenue Enhancements (not included in model)

    Revenue Enhancements (not included in model) . aay to expand relationships with BKJ’s existing clients due to increased legal lending imi = Immediate opportunities to: = Re-price deposits and restructure liabilities = Restructure securities portfolio = Re-invest excess cash in tax advantaged investm

  10. Slide 10: Strengthening Bergen County Presence

    Strengthening Bergen County Presence #7 New Jersey market share among institutions Top 5 Position in Bergen County, and #2 among headquartered in New Jersey locally-headquartered banks Depostsin Market Deposits Maret ank_Intiaton) branches _fGnm) Da ank_Initaton 7) ranches (6mm) 1) Valley National B

  11. Slide 11: Transaction Summary

    Transaction Summary Third transaction in the past year for ConnectOne = Attractive purchase price and strong M&A metrics = Capital and earnings strength supports continued stock repurchases = Leverages technology; Eliminates brick and mortar = Continues to build franchise value = Low execution risk

  12. Slide 12: © ConnectOne fF

    © ConnectOne fF

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