BCB Bancorp, Inc. and Pamrapo Bancorp, Inc. Jointly Announce a Strategic Merger

* Reuters is not responsible for the content in this press release.

Tue Jun 30, 2009 8:00am EDT

  BAYONNE, NJ, Jun 30 (MARKET WIRE) -- 
BCB Bancorp, Inc. (NASDAQ: BCBP) ("BCBP") and Pamrapo Bancorp, Inc.
(NASDAQ: PBCI) ("PBCI") jointly announced the signing of a definitive
merger agreement ("agreement"). Under the terms of the agreement Pamrapo
will merge with BCBP. PBCI shareholders will receive 1.00 share of BCBP
for each share of PBCI.

    The Board of Directors of BCBP will be expanded by five seats for
representation from PBCI. Daniel Massarelli will serve as Chairman of the
combined entity and Mark Hogan will serve as Vice Chairman. Donald Mindiak
will be the President and CEO of the combined entity, Thomas Coughlin will
serve as COO and Kenneth Walter will serve as CFO. Both Boards of
Directors have unanimously approved the merger.

    The combined entity is projected to have $1.2 billion in total asset and
hold the 5th largest deposit market share in Hudson County. The resulting
company will be a bank holding company with one banking subsidiary, a
state-chartered commercial bank.

    Both parties have completed due diligence paying particular attention to
credit, regulatory and legal matters. The merger is subject to certain
conditions, including the approval of the shareholders of both BCBP and
PBCI and receipt of regulatory approvals. The merger is expected to be
completed by year end.

    Mark Hogan, Chairman of BCBP, stated, "We believe the partnership will
solidify the combined entity's Hudson County franchise and presents the
opportunity to generate earnings and attractive returns to both groups of
shareholders. The combination will greatly assist us in developing a more
responsive and efficient institution while holding true to our tenet of
customer service. We plan to continue to emphasize Pamrapo's personal
service and community banking focus."

    Kenneth Walter, Interim President and Chief Executive Officer of PBCI,
said, "We believe that this transaction is a great opportunity for our
shareholders and will benefit our customers, employees and our community.
We can continue with our philosophy of providing a high level of customer
service and local decision making in our market area but will now have the
added benefits of being part of a larger organization with much greater
resources, lending limits and convenience for our customers."

    In connection with this transaction, FinPro, Inc. acted as financial
advisor to BCBP and Endicott Financial Advisors, L.L.C. acted as financial
advisor to PBCI. Luse Gorman Pomerenk & Schick provided legal
representation to BCBP, while Patton Boggs provided legal representation
to PBCI.

    BCBP operates through three retail branches in Bayonne and Hoboken, New
Jersey and through its executive office located at 104-110 Avenue C,
Bayonne, New Jersey 07002.

    PBCI is headquartered in Bayonne, New Jersey, and conducts its business
through ten New Jersey banking offices, seven of which are located in
Bayonne, one in Hoboken, one in Jersey City, and one in Monroe.

    Forward-Looking Statements

    This news release contains certain forward-looking statements about the
proposed merger of BCBP and PBCI and the effects of the proposed merger on
the companies. These statements speak only as of the date they are made.
The companies undertake no obligation to revise or publicly release any
revision or update to these forward-looking statements to reflect events
or circumstances that occur after the date on which such statements were
made. Forward-looking statements can be identified by the fact that they
do not relate strictly to historical or current facts. They often include
words like "believe," "expect," "anticipate," "estimate," and "intend" or
future or conditional verbs such as "will," "would," "should," "could" or
"may." Certain factors that could cause actual results to differ
materially from expected results include delays in completing the merger,
difficulties in achieving cost savings from the merger or in achieving
such cost savings within the expected time frame, difficulties in
integrating BCBP and PBCI, increased competitive pressures, changes in
the interest rate environment, changes in general economic conditions,
legislative and regulatory changes that adversely affect the business in
which BCBP and PBCI are engaged, changes in the securities markets and
other risks and uncertainties disclosed from time to time in documents
that BCBP and PBCI file with the Securities and Exchange Commission (the
"SEC").

    Additional Information about the Merger and Where to Find It

    This press release may be deemed to be solicitation material with respect
to the proposed merger of BCBP and PBCI. In connection with the proposed
merger, BCBP and PBCI will file a joint proxy statement/prospectus with
the SEC to be distributed to the shareholders of BCBP and PBCI in
connection with their vote on the proposed merger. SHAREHOLDERS OF BCBP
and PBCI ARE ENCOURAGED TO READ THE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.

    The definitive proxy statement will be mailed to shareholders of BCBP and
PBCI, and shareholders will be able to obtain the documents, when they
become available, free of charge at the SEC's website, www.sec.gov. In
addition, shareholders may obtain free copies of the documents filed with
the SEC by the companies by written request directed to the Corporate
Secretary, BCB Bancorp, Inc., 104-110 Avenue C, Bayonne, New Jersey 07002
or by visiting the BCBP website at www.bcbbancorp.com, with respect to
documents filed by BCBP, and by written request directed to the Secretary,
Pamrapo Bancorp, Inc., 611 Avenue C, Bayonne, New Jersey 07002 or by
visiting the PBCI website at www.pamrapo.com, with respect to documents
filed by PBCI.

    BCBP and PBCI are not currently engaged in a solicitation of proxies of
their respective shareholders in connection with the proposed merger. If a
proxy solicitation commences, BCBP and PBCI, and their respective
directors and executive officers and other members of management and
employees may be deemed to participate in the solicitation of proxies in
respect of the proposed merger. Information regarding BCBP's directors
and executive officers is set forth in its proxy statement for its 2009
annual meeting of shareholders, which was filed with the SEC on March 25,
2009. Information regarding PBCI's directors and executive officers is
set forth in its proxy statement for its 2009 annual meeting of
shareholders, which was filed with the SEC on March 31, 2009. Both
filings are available at the SEC's website, www.sec.gov, and may also be
obtained from the companies at the addresses set forth in the preceding
paragraph or by visiting their websites at www.bcbbancorp.com and
www.pamrapo.com. Additional information regarding the interests of these
participants may be obtained by reading the joint proxy
statement/prospectus regarding the proposed merger when it becomes
available.

    Read the proxy statement/prospectus carefully before making a decision
concerning the merger.

    

For further information contact:

Donald Mindiak
President and Chief Executive Officer
BCB Bancorp, Inc.
(201) 823-0700

Kenneth D. Walter
Vice President, Treasurer and Chief Financial Officer,
and Interim President and Chief Executive Officer
Pamrapo Bancorp, Inc.
(201) 339-4600

Copyright 2009, Market Wire, All rights reserved.

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