OceanFirst Financial Corp. (NasdaqGS:OCFC) signed a definitive merger agreement to acquire Two River Bancorp (NasdaqGM:TRCB) for approximately $180 million on August 9, 2019. Under the terms of the agreement, the shareholders including restricted shareholders of Two River Bancorp will be entitled to receive 0.6663 shares of OceanFirst common stock and $5.375 in cash for each outstanding share of Two River Bancorp. The options of Two River Bancorp will be cashed out. In a related transaction, OceanFirst Financial Corp. signed a definitive merger agreement to acquire Country Bank Holding Company, Inc. (OTCPK:CYHC) for approximately $100 million. Pursuant to the transaction, Two River Bancorp will merge into OceanFirst Financial Corp. Two River Community Bank, a wholly-owned subsidiary of Two River Bancorp will merge with and into OceanFirst Bank, National Association, a wholly-owned Subsidiary of OceanFirst Financial Corp. Upon completion of the merger, Two River Community Bank, subsidiary of Two River Bancorp, will merge into OceanFirst Bank. In the event of termination of the transaction, Two River Bancorp will pay a termination fee of approximately $7.3 million.

A current Director of Two River Bancorp will get a seat on the Board of OceanFirst Financial Corp. William D. Moss, President and Chief Executive Officer of Two River, will join the Board. The transaction is subject to Two River Bancorp receiving the requisite approval of its shareholders, receipt of all required regulatory approvals, effectiveness of the registration statement, listing approval for OeanFirst Financial Corp. shares, receipt of an opinion from counsel to the effect that the transaction qualifies as a ‘reorganization' within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and fulfillment of other customary closing conditions. The transaction has been unanimously approved by the Boards of Directors of OceanFirst Financial Corp. and Two River Bancorp. The board of directors of Two River unanimously recommended that its shareholders vote in favor of the merger agreement. Boenning & Scattergood, Inc. also rendered its written opinion to the board of Two River that the merger consideration in the transaction was fair, from a financial point of view, to the common shareholders of Two River. Concurrently with the execution of agreement, each of the Directors and executive officers of Two River Bancorp entered into separate voting and support agreements with OceanFirst Financial Corp., pursuant to which, each such shareholder has agreed to vote in favor of the transaction. A special meeting of the shareholders of Two River Bancorp will be held on December 5, 2019. On November 15, 2019, the Board of Governors of the Federal Reserve System approved the transaction. OceanFirst Bank, National Association, also received approval from the Office of the Comptroller of the Currency to merge with Two River Community Bank. On December 5, 2019, Two River received the requisite shareholder approval for the merger. The transaction is expected to close in the first quarter of 2020. As of December 11, 2019, the transaction is to close effective on or about January 1, 2020. The two acquisitions combined are expected to result in approximately 8% earnings per share accretion in 2021.

Piper Jaffray & Co. acted as financial advisor and David C. Ingles, Brian Christiansen, Collin Janus, Erica Schohn, Shalom Huber and Chase Wink of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors for OceanFirst Financial. Boenning & Scattergood, Inc. acted as financial advisor and fairness opinion provider, and Edward C. Hogan and Wesley R. Kelso of Stevens & Lee acted as legal advisors for Two River Bancorp. Regan & Associates, Inc. acted as proxy solicitor and Computershare Limited acted as transfer agent to Two River Bancorp. Two River has agreed to pay a fees of $10,000 plus out of pocket expenses to Regan & Associates, and a non-refundable cash fee equal to 1.2% of the implied transaction value to Boenning, $10,000 of which became payable upon retention of Boenning and $20,000 of which became payable upon Boenning providing descriptive information to potential buyers, 20% of which became payable concurrently with the rendering of Boenning's opinion, and the balance of which is contingent upon the consummation of the transaction.

OceanFirst Financial Corp. (NasdaqGS:OCFC) completed the acquisition of Two River Bancorp (NasdaqGM:TRCB) on January 1, 2020. The total transaction value for the transaction was approximately $197.1 million. The former operations of Two River Bancorp will operate as divisions of OceanFirst Bank until the integrations of their respective operating systems are completed. Two River Bancorp will be rebranded as OceanFirst Bank. As a result of transaction, Two River Bancorp will be delisted from Nasdaq.