To the Shareholders of Bridge Bancorp, Inc. and Dime Community Bancshares, Inc
Total Page：16
File Type：pdf, Size：1020Kb
To the shareholders of Bridge Bancorp, Inc. and Dime Community Bancshares, Inc. MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT On July 1, 2020, Bridge Bancorp, Inc., which we refer to as “Bridge,” and Dime Community Bancshares, Inc., which we refer to as “Dime,” entered into an Agreement and Plan of Merger, which we refer to as the “merger agreement,” pursuant to which Bridge and Dime have agreed to combine their respective businesses in a merger of equals. Under the merger agreement, Dime will merge with and into Bridge, with Bridge as the resulting company, in a transaction that we refer to as the “merger.” At the effective time of the merger, Bridge will change its name to “Dime Community Bancshares, Inc.”Immediately following the merger, Dime Community Bank, the wholly-owned subsidiary of Dime, will merge with and into BNB Bank, the wholly-owned subsidiary of Bridge, with BNB Bank as the resulting company, which we refer to as the “bank merger.” At the effective time of the bank merger, BNB Bank will change its name to “Dime Community Bank.” Each party will have equal representation on the board of directors of the resulting company and the resulting bank. If the merger is completed, Dime shareholders will be entitled to receive, for each share of Dime common stock they own, 0.648 shares of Bridge common stock. The maximum number of shares of Bridge common stock estimated to be issuable upon completion of the merger is 21,436,582. Based on Bridge’s closing price of $22.84 on June 30, 2020, which was the last trading date preceding the public announcement of the proposed merger, each share of Dime common stock exchanged for 0.648 shares of Bridge common stock would have had a value of $14.80, or approximately $489.0 million in aggregate merger consideration. Based on Bridge’s closing price of $19.62 on October 12, 2020, which is the most recent practicable trading day prior to the printing of this document, each share of Dime common stock exchanged for 0.648 shares of Bridge common stock would have a value of $12.71. The value of the merger consideration will depend on the market price of Bridge common stock on the effective date of the merger. We urge you to obtain current market quotations for both Bridge common stock and Dime common stock. In addition, each issued and outstanding share of Dime 5.50% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, which we refer to as the “Dime preferred stock,” immediately prior to the completion of the merger will be converted into the right to receive one (1) share of a newly issued series of Bridge preferred stock, each with equivalent rights and preferences, which we refer to as the “Bridge preferred stock.” The common stock of Bridge trades on The NASDAQ Global Select Market under the symbol “BDGE.” The common stock of Dime also trades on The NASDAQ Global Select Market under the symbol “DCOM.” The preferred stock of Dime also trades on The NASDAQ Global Select Market under the symbol “DCOMP.”Following the merger, the common stock of the resulting company will be listed on The NASDAQ Global Select Market under the symbol “DCOM.” The newly issued shares of Bridge preferred stock are expected to trade on The NASDAQ Global Select Market under the symbol “DCOMP.” Bridge will hold a virtual special meeting of its shareholders, which we refer to as the “Bridge special meeting,” on December 3, 2020, at 10:00 a.m. local time, where the Bridge shareholders will be asked to vote on a proposal to approve the merger agreement, which we refer to as the “Bridge merger proposal,” a proposal to amend the Bridge Certificate of Incorporation to effect the name change of Bridge to “Dime Community Bancshares, Inc.,” to increase the number of authorized shares of common stock and preferred stock of the resulting company, to create a series of preferred stock of the resulting company designated as Series A Preferred Stock, to set forth the rights, preferences, privileges and limitations pertaining to such series of preferred stock, and to remove the previous Section 8 of the certificate of incorporation entitled “Indebtedness”, which we refer to as the “Bridge Certificate of Incorporation amendment proposal,” and a proposal to approve, on a non-binding advisory basis, the compensation that may become payable to the named executive officers of Bridge in connection with the merger, which we refer to as the “Bridge merger- related compensation proposal”and other related matters. The approval by Bridge’s shareholders of the merger agreement as well as the Bridge’s Certificate of Incorporation amendment proposal are required to complete the merger. The Bridge special meeting will be held exclusively via a live webcast at www.meetingcenter.io/248386694, on December 3, 2020 at 10:00 a.m., local time. To participate in the virtual meeting, a Bridge shareholder of record will need the fifteen-digit control number included on your proxy card or instructions that accompanied your proxy materials, if applicable, or to obtain a proxy form from your broker, bank or other nominee. The Bridge special meeting webcast will begin promptly at 10:00 a.m., local time. Bridge shareholders are encouraged to access the Bridge special meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page. Dime will hold a virtual special meeting of its shareholders, which we refer to as the “Dime special meeting,” on December 3, 2020, at 10:00 a.m. local time, where the Dime shareholders will be asked to vote on a proposal to adopt the merger agreement, which we refer to as the “Dime merger proposal,” and a proposal to approve, on a non-binding advisory basis, the compensation that may become payable to the named executive officers of Dime in connection with the merger, which we refer to as the “Dime merger-related compensation proposal” and other related matters. The Dime special meeting will be held exclusively via a live webcast at www.virtualshareholdermeeting.com/DCOM2020SM, on December 3, 2020 at 10:00 a.m., local time. To participate in the virtual meeting, a Dime shareholder of record will need the sixteen-digit control number included on your proxy card or instructions that accompanied your proxy materials, if applicable, or to obtain a proxy form from your broker, bank or other nominee. The Dime special meeting webcast will begin promptly at è0:00 a.m., local time. Dime shareholders are encouraged to access the Dime special meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page. The merger cannot be completed unless, among other things, holders of two-thirds of the issued and outstanding shares of Bridge common stock vote to approve the Bridge merger proposal, a majority of the issued and outstanding shares of Bridge common stock vote to approve the Bridge Certificate of Incorporation amendment proposal, and holders of a majority of the issued and outstanding shares of Dime common stock vote to approve the Dime merger proposal. Bridge and Dime are sending you this joint proxy statement/prospectus to ask you to vote in favor of these and other matters described in this joint proxy statement/prospectus. Each of our boards of directors unanimously recommends that holders of common stock vote “FOR” each of the proposals to be considered at the respective meetings. We strongly support this combination of our companies and join our boards in their recommendations. This joint proxy statement/prospectus provides you with detailed information about the merger agreement and the merger. It also contains or references information about Bridge and Dime and certain related matters. You are encouraged to read this joint proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 21 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you. You can also obtain information about Bridge and Dime from documents that have been filed with the Securities and Exchange Commission that are incorporated into this joint proxy statement/prospectus by reference. We look forward to your participation in the special meetings and we appreciate your continued support. Kevin M. O’Connor Kenneth J. Mahon President and Chief Executive Officer Chief Executive Officer Bridge Bancorp, Inc. Dime Community Bancshares, Inc. The securities of Bridge to be issued in the merger are not deposits or savings accounts or other obligations of any bank or savings association subsidiary of Bridge or Dime and are not insured by the FDIC or any other governmental agency. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the merger described in this document or the Bridge securities to be issued in connection with the merger or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offense. The date of this joint proxy statement/prospectus is October 16, 2020, and it is first being mailed or otherwise delivered to shareholders of Bridge and Dime on or about October 21, 2020. ABOUT THIS DOCUMENT This joint proxy statement/prospectus, which we refer to as “this document,” forms part of a registration statement on Form S-4 filed with the Securities and Exchange Commission (which we refer to as the “SEC”) by Bridge, and constitutes a prospectus of Bridge under the Securities Act of 1933, as amended, which we refer to in this document as the “Securities Act,” with respect to the shares of Bridge securities to be issued to Dime shareholders, as required by the merger agreement.