Bogota Financial Corp. (“Bogota Financial”) (Nasdaq: BSBK), the holding company for Bogota Savings Bank (“Bogota”), and Gibraltar Bank (“Gibraltar”) today announced the execution of a merger agreement pursuant to which Gibraltar will merge with and into Bogota. The merger is expected to increase Bogota Financial’s consolidated assets from approximately $738.7 million at June 30, 2020 to approximately $846.0 million, and more than double its branch network.
Gibraltar’s existing three branch offices will become branch offices of Bogota. Following the merger, one director of Gibraltar will join the Board of Trustees of Bogota Financial, MHC, Bogota Financial’s mutual holding company parent, and the Boards of Directors of Bogota Financial and Bogota Savings Bank. At the effective time of the merger, Robert Walsh, President and Chief Executive Officer of Gibraltar, will become the Executive Vice President and Chief Lending Officer of Bogota.
Under the terms of the Merger Agreement, depositors of Gibraltar will become depositors of Bogota and will have the same rights and privileges in Bogota Financial, MHC, as if their accounts had been established in Bogota on the date established at Gibraltar. As part of the transaction, Bogota Financial will issue additional shares of its common stock to Bogota Financial, MHC in an amount equal to the fair value of Gibraltar as determined by an independent appraisal. These shares are expected to be issued immediately prior to completion of the merger.
Joseph Coccaro, President and Chief Executive Officer of Bogota, stated, “We are pleased to partner with Gibraltar, a bank with similar culture and values. We are very familiar with Gibraltar and believe the bank will be a great complement to us. This combination will be positive for both banks and ensures a stronger local banking presence throughout our communities. We look forward to having a greater impact in our market area.”
“We have always focused on our customers’ and communities’ needs,” said Robert Walsh, President and Chief Executive Officer of Gibraltar. “We feel the combined bank will be stronger than each was separately, allowing us to provide more services and convenience to our customers and the communities we serve.”
The transaction, which has been unanimously approved by the Boards of Directors of Gibraltar, Bogota Financial and Bogota, is expected to close in the first quarter of 2021. The transaction is subject to customary closing conditions, including the receipt of regulatory and Gibraltar member approvals.
On a pro forma basis, the transaction is expected to be accretive to Bogota Financial’s 2021 net income and earnings per share, inclusive of the shares issued to Bogota Financial, MHC. The transaction is projected to be accretive to fully-converted tangible book value.
Bogota was advised in this transaction by the investment banking firm of Piper Sandler & Co. and represented by the law firm of Luse Gorman, PC. Gibraltar was advised by the investment banking firm of FinPro Capital Advisors, Inc. and represented by the law firm of Stevens & Lee.
