Item 8.01                      Other Events

On November 18, 2019, ConnectOne Bancorp, Inc., a New Jersey corporation ("ConnectOne") announced that ConnectOne, and its wholly-owned bank subsidiary ConnectOne Bank, had received all regulatory approvals required pursuant to the merger agreement, dated August 15, 2019, by and between ConnectOne and Bancorp of New Jersey, Inc., a New Jersey corporation (the "Company").

The proposed mergers of the Company and ConnectOne and their respective bank subsidiaries are expected to close in the first quarter of 2020, and such mergers remain subject to the approval of the Company's and ConnectOne's shareholders and other customary closing conditions.

Additional Information and Where to Find It

In connection with the proposed mergers, the Company has filed with the Securities and Exchange Commission ("SEC") and furnished to the Company's shareholders a proxy statement, which was filed with the SEC on October 22, 2019 (the "Proxy Statement"). Shareholders are urged to read the Proxy Statement in its entirety because it contains important information about the proposed mergers. Shareholders may obtain a free copy of documents filed by the Company, including the Proxy Statement, with the SEC at the SEC's website at http://www.sec.gov. These documents may also be obtained, free of charge, from the Company at the "Investor Relations" section of the Company's website at www.bonj.net.





Proxy Solicitation

The Company and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the proposed mergers under the rules of the SEC. Certain information regarding the interests of these participants and a description of their direct and indirect interests, by security holdings or otherwise, are included in the Proxy Statement.





Forward-Looking Statements

All non-historical statements in this Current Report on Form 8-K (including, without limitation, statements regarding the pro forma effect of the proposed mergers, cost savings, anticipated expense, the accretive nature of the proposed transaction, revenue enhancement opportunities, anticipated capital ratios and capital, positioning, value creation, growth prospects and timing of the closing) constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "target," "estimate," "continue," "positions," "prospects" or "potential," by future conditional verbs such as "will," "would," "should," "could" or "may", or by variations of such words or by similar expressions. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction contemplated by the mergers, including future financial and operating results, and the combined company's plans, objectives, expectations and intentions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made. Except to the extent required





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by applicable law or regulation, the Company assumes no duty to update forward-looking statements.

In addition to factors previously disclosed in the Company's reports filed with the SEC, the following factors, among others, could cause actual results to differ materially from forward-looking statements: the ability to meet other closing conditions to the mergers, including approval by the shareholders of the Company and ConnectOne, on the expected terms and schedule; delay in closing the mergers; difficulties and delays in integrating Company business or fully realizing cost savings and other benefits; business disruption following the proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; the reaction to the transaction of the companies' clients, customers, employees and counterparties; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. Further information regarding the Company and factors which could affect the forward-looking statements contained herein can be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and its other filings with the SEC.

Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.


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