Northfield Bancorp, Inc. (Staten Island, NY) (NFBK) M&A Call Transcript

Operator

Good day, and welcome to the Columbia Financial Merger and Second Step Call. Today’s conference is being recorded.

At this time, I would like to turn the conference over to Thomas Kemly, President and CEO of Columbia Bank. Please go ahead.

Thomas Kemly
President, CEO & Director

Thank you. This is Thomas Kemly, Columbia Bank. Today, we are excited to announce that Columbia and Northfield have entered into a merger agreement valued at approximately $597 million. Upon completion of the transaction, Northfield Bank will merge into Columbia Bank, with Columbia Bank being the surviving entity. The combination of the two organizations will create the third largest regional bank headquartered in New Jersey with pro forma total assets of approximately $18 billion and over 100 branches, stretching our footprint to 14 counties in New Jersey as well as Brooklyn and Staten Island, where we will have the #1 deposit share for community banks in that market.

In connection with this announcement, we also adopted a plan of conversion to a fully public stockholding company form. This transaction is commonly referred to as a second step conversion. The second step conversion and the merger are expected to be completed early in the third quarter of 2026, subject to the receipt of all regulatory and shareholder approvals and the satisfaction of customary closing conditions. The merger is valued at approximately $597 million or 0.86x Northfield’s tangible book value. Based on a preliminary valuation by an independent appraiser with respect to our second step conversion