Northfield Bancorp, Inc. (Nasdaq: NFBK) (“Northfield”), parent company of Northfield Bank, and VSB Bancorp, Inc. (OTCQX: VSBN) (“VSB”), parent company of Victory State Bank (“Victory”), announced the signing of a definitive agreement pursuant to which VSB will merge with and into Northfield. 

The transaction reflects an in-market acquisition of an institution that shares similar core values and commitment to the Staten Island community, including a focus on serving commercial and retail borrowers and depositors, through its six locations on the island.  Upon completion of the transaction, it is estimated that Northfield will have combined assets of $5.2 billion, loans of $3.5 billion, and deposits of $3.7 billion.

Key Transaction Highlights:

·       Strengthens competitive position in the Staten Island marketplace;

·       Lowers funding costs with approximately $325 million of deposits, including $145 million of non-interest bearing demand accounts,

·       Adds total loans of approximately $157 million, with an average yield of 5.77%;

·       Creates economies of scale with significant identified cost-savings, and low execution risk;

·       Provides expanded offerings, including a suite of commercial cash management services, business lending, home equity loans and lines, and lending capacity to Victory customers; and

·       Deploys excess capital, with a modest level of tangible book value dilution, meaningful earnings accretion and acceptable period of tangible book value earn-back.

Key Financial Highlights:

·       8.5% accretive to Northfield’s 2021 earnings per share;

·       Less than 2.5% dilutive to tangible book value per share at closing; and

·       Earn back of tangible book value dilution projected to be 3.75 years using the cross-over method.

Northfield’s President & CEO, Steven M. Klein commented, “This merger will strengthen our over 130 year commitment to the people and businesses of Staten Island and provide greater lending capacity to Victory’s customers, improve efficiency in our combined organization, expand our market share of core deposits, and further leverage our strong capital base to support earnings growth.”

Ralph M. Branca, Victory’s President and CEO, commented, “We have an added benefit of merging into a local institution with a major presence in the Staten Island marketplace.  Our customers will now have access to a larger branch network and array of services that will address their ever changing needs.” 

Under the terms of the agreement, each share of VSB common stock will be exchanged for shares of Northfield common stock for total consideration of approximately $62.9 million.  The price for VSB shareholders is fixed at $33.30 per share, subject to a 5% collar.  The final exchange ratio will be determined using $33.30 divided by Northfield’s ten-day average stock price just prior to closing, as defined in the definitive agreement (the “Average Stock Price”); provided, however, that if the Average Stock Price is greater than $17.99, then the exchange ratio will be 1.8514, and if the Average Stock Price is less than $16.27, then the exchange ratio will be 2.0463.

Joseph J. LiBassi, Chairman of Victory, added “Our original stockholders’ adjusted cost per share is $4.00. That is a return of over 730%, without considering the 49 quarterly cash dividends that we have paid.”

Based on the value of consideration paid, the transaction represents 162% of VSB’s tangible book value, 16.3x trailing twelve months earnings, and a 9.0% premium on Victory’s core deposits.

The definitive agreement has been approved by the boards of directors of each entity.  The completion of the transaction is subject to the approval of VSB’s stockholders and normal and customary regulatory approvals for both companies.

All VSB directors and executive officers have entered into voting agreements to vote their shares in favor of the transaction.

The transaction is expected to close in the second quarter of 2020.  Ralph M. Branca, Victory’s President and CEO, will join Northfield in a leadership role for the Staten Island marketplace and Joseph J. LiBassi, has entered into a consulting agreement for a three year period to assist in the transition.

Sandler O'Neill + Partners, L.P. served as financial advisor, and Luse Gorman, PC served as legal counsel to Northfield.  FinPro Capital Advisors, Inc. rendered a fairness opinion in connection with the transaction, and Gallet Dreyer & Berkey, LLP served as legal counsel to Victory.

About Northfield Bank

Northfield Bank, founded in 1887, currently operates 40 full-service banking offices in Staten Island and Brooklyn, New York, and Mercer, Middlesex, Hunterdon and Union counties, New Jersey.  For more information about Northfield Bank, please visit www.eNorthfield.com.

About Victory State Bank

Victory State Bank began operations in 1997, and operates six full-service locations in Staten Island. For more information about Victory, please visit www.victorystatebank.com.

Forward-Looking Statements: This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about (i) the benefits of the merger between Northfield and VSB, including future financial and operating results, cost savings and accretion to reported earnings that may be realized from the merger; (ii) Northfield’s and VSB’s plans, objectives, expectations and intentions and other statements contained in this presentation that are not historical facts; and (iii) other statements identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," or words of similar meaning.  These forward-looking statements are based upon the current beliefs and expectations of Northfield’s and VSB’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control.  In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.  Actual results may differ materially from the anticipated results discussed in these forward-looking statements.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of Northfield and VSB may not be combined successfully, or such combination may take longer to accomplish than expected; (2) the cost savings from the merger may not be fully realized or may take longer to realize than expected; (3) operating costs, customer loss, and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; (4) governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; (5) the stockholders of VSB may fail to approve the merger; (6) adverse governmental or regulatory policies may be enacted; (7) the interest rate environment may further compress margins and adversely affect net interest income; (8) the risks associated with continued diversification of assets and adverse changes to credit quality; (9) difficulties associated with achieving expected future financial results; (10) competition from other financial services companies in Northfield’s and Victory’s markets; and (11) the risk of an economic slowdown that would adversely affect credit quality and loan originations.  Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Northfield’s reports (such as the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K) filed with the Securities and Exchange Commission and available at the SEC's Internet site (http://www.sec.gov).  All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Northfield or Victory or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.  Except as required by law, Northfield and Victory do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made.

Additional Information about the Merger and Where to Find It

This communication is being made with respect to the proposed transaction involving Northfield and VSB.  This material is not a solicitation of any vote or approval of the VSB stockholders and is not a substitute for the proxy statement/prospectus or any other documents that VSB may send to its stockholders in connection with the proposed merger.  This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.

In connection with the proposed merger, Northfield will file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that will include a proxy statement of VSB and a prospectus of Northfield, as well as other relevant documents concerning the proposed merger.  Before making any voting or investment decisions, investors and stockholders are urged to read the Registration Statement and the proxy statement/prospectus regarding the proposed merger, as well as any other relevant documents filed with the SEC and any amendments or supplements to those documents, because they will contain important information.  VSB will mail the proxy statement/prospectus to its stockholders.  Stockholders are also encouraged to carefully review and consider each of Northfield’s public filings with the SEC, including, but not limited to, its Annual Reports on Form 10-K, its proxy statements, its Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K.  Copies of the Registration Statement and proxy statement/prospectus and other filings incorporated by reference therein, as well as other filings containing information about Northfield, may be obtained as they become available at the SEC’ s Internet site (http://www.sec.gov).  You will also be able to obtain these documents, free of charge, from Northfield at www.eNorthfield.com.

Northfield and VSB and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies of VSB’s stockholders in connection with the proposed transaction.  Information about the directors and executive officers of Northfield and their ownership of Northfield common stock is set forth in the proxy statement for Northfield’s 2019 Annual Meeting of Stockholders, as filed with the SEC on Schedule 14A on April 9, 2019.  Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the proxy statement/prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.

CONTACTS:  

Northfield Bancorp, Inc
Steven M. Klein, President & CEO
William R. Jacobs, EVP & CFO
(732) 499-7200
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VSB Bancorp, Inc.
Ralph M. Branca, President & CEO
(718) 979-1100
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A presentation discussing the proposed transaction is available for download from the “Investor Relations” → “News and Market Data”→ “Presentations” tabs on Northfield’s website, or through the following website address: http://www.snl.com/IRW/Presentations/4087277

 

 

 

 

Majority of Small Businesses Believe They are a Target of Cybercriminals, Survey Finds

 

 

If you think your small business is at risk of a cyberattack, you’re not paranoid – you’re smartly cautious,  posits Victory State Bank.

Staten Island’s only community-based commercial bank suggests businessowners remain on guard against cyber intrusions. A recently released (Oct. 23, 2019) survey by the National Cyber Security Alliance (NCSA) found that an overwhelming majority of small businesses believe that they are a target of cybercriminals, highlighting the growing awareness among this group about the threat of a cyberattack. The Zogby Analytics survey – which was commissioned by NCSA and polled 1,006 small business decision makers – revealed that 88 percent of smaller-sized organizations  believe that they are at least a "somewhat likely" target for cybercriminals, including almost half (46%) who believe they are a "very likely" target.

Released during National Cybersecurity Awareness Month (NCSAM), the survey showed that with small businesses more aware of a data breach threat, many are responding with strong cybersecurity measures. Almost half (46%) of surveyed businesses feel "very prepared" to respond quickly and appropriately to limit the impact of a data breach or cybersecurity incident, were they to happen today. More than half (58%) say they have a response plan that they can immediately put into action while 36 percent say they would be able to fully operate without computers following a breach. The full survey results can be viewed here: https://staysafeonline.org/small-business-target-survey-data/

"Cybersecurity remains a serious threat for businesses and consumers alike, so it is encouraging to see more businesses educating themselves about cybersecurity," said Daniel Eliot, NCSA's director of education & strategic initiatives. "As a result, they are learning that they are not immune to attacks – as many small businesses once believed – and are learning to better protect themselves and their most important assets."

Despite small businesses' increased knowledge about cybersecurity, devastating data breaches are not unheard of. More than a quarter (28%) of survey respondents have experienced an official data breach within the past 12 months. As a result, 37 percent of those suffered a financial loss, 25 percent filed for bankruptcy and 10 percent went out of business.

Other survey highlights include:

  • Larger companies are better prepared for a cyber breach – 73 percent of businesses with 251-500 employees have a response plan that they can immediately put into action and 44 percent would be able to fully operate without computers (for companies with 1-10 employees the respective numbers are 37% and 26%).
  • 51 percent of small business decision makers believes that smartphones pose just as much cyber risk to their organization as computers do, while an additional third (31%) believe they pose more risk.
  • 63 percent have a clearly articulated process for employees to report potential cyberthreats to leadership, and 73 percent have a clearly articulated business process that outlines how employees should securely dispose of equipment and data.
  • 41 percent of businesses back up their business data on a daily basis while almost a quarter (21%) do it multiple times per day.

The National Cyber Security Alliance encourages all businesses to implement a cybersecurity program based on the National Institute of Standards and Technology Cybersecurity Framework:

  • Identify and understand which business assets ("digital crown jewels") others want
  • Learn how to protect those assets
  • Detect when something has gone wrong
  • Respond quickly to minimize impact and implement an action plan
  • Learn what resources are needed to recover after a breach

The Cybersecurity and Infrastructure Security Agency (CISA) at the Department of Homeland Security, which co-leads NCSAM with NCSA, is conducting a survey on cybersecurity issues in the small and mid-sized business (SMB) community and welcomes organizations' participation. The survey focuses on companies' awareness and use of the NIST Cybersecurity Framework. The voluntary survey addresses companies' familiarity with the Framework, their perceptions regarding potential barriers to using the Framework, their concerns related to cybersecurity, as well as how those concerns rank relative to other business priorities. It also seeks companies' suggestions for strengthening the overall cybersecurity posture of SMBs.

To access the survey, please visit https://www.surveymonkey.com/r/NXBCNQH. The survey should only take 30 minutes. Questions marked with an asterisk (*) are required. The survey can only be taken survey once, but responses can be edited until the survey is closed on November 11.

 

 

Prepare in Advance of Hurricanes

 

Severe storms can cause havoc for people, businesses and property. Now that the 2019 Hurricane season has arrived, Victory State Bank is urging its customers and neighbors to prepare in advance of threatening weather by following safety measures when a violent storm is forecast.

Websites, such as USA.gov, the National Weather Service, FEMA, and Ready.gov, can help you plan ahead for disasters and take appropriate measures. Staten Island’s only community-based commercial bank suggests you review the information provided on these sites, and take the following steps ahead of an impending major storm:

1) Monitor local radio and TV for updates.

The path of a storm could change quickly and unexpectedly. Follow the instructions of state, local, and tribal leaders.

2) Hunker down and take shelter.

Stay alert when a severe storm is heading toward the United States.

3) Communicate with friends and family. 

§  Tell them WHERE you are riding out the storm.

§  Tell them and HOW you will let them know you’re safe. You can call, text, email, or use social media.

4) Keep away from windows.

Close storm shutters; flying glass from broken windows could injure you.

5) Prepare for power outages. 

§  Turn your refrigerator or freezer to the coldest setting, and open only when necessary. If you lose power, food will last longer.

§  Keep a thermometer in the refrigerator to check food temperature when the power is restored.

6) Be aware of a potential storm surge.

§  Storm surges pose a great threat to safety and can cut off potential evacuation routes.

§  If you’re told to evacuate, don’t wait.

§  Avoid driving through flooded areas.

§  Almost half of flash flooding deaths occur in vehicles, according to FEMA.

§  When you’re driving, look out for flooding in low-lying areas, at bridges, and at highway dips.

7) Connect to Resources

 

§  Download the FEMA app for disaster resources, weather alerts, and safety updates. The app (available in English and Spanish) provides a customizable checklist of emergency supplies, maps of open shelters and recovery centers, disaster survival tips, and weather alerts from the National Weather Service.

§  Visit Ready.gov to learn more about emergency preparedness and follow USAGov and FEMA on Twitter for storm updates.

 

 

 

 

Victory State Bank Marks Opening

 of Meiers Corners Branch

Newly opened banking facility is the sixth full-service branch

of the only community-based business bank on Staten Island

 

STATEN ISLAND, N.Y. – Victory State Bank marked the opening on Aug. 16 of its sixth full-service branch, a stunning custom-built banking facility at 2055 Victory Blvd.,Meier's Corners.

The new building, where the former Schaffer's Tavern once stood, represents the latest physical expansion of Staten Island’s only community-based commercial bank.

 “We are excited about opening our sixth full-service branch, located at the intersection of Victory Boulevard and Bradley Avenue,” said Raffaele (Ralph) M. Branca, president and CEO of Victory State Bank. “We have a walk-up ATM, night drop, drive-thru and ample parking for our customers. We now have another outlet to deliver our exceptional personal service.”

Victory State Bank began its journey Nov. 17, 1997. Its formation was forged with initial capitalization of $7 million, sold primarily to the residents of Staten Island. In its 10th month of operation, the bank became profitable. Its total assets flourished to the $100 million mark by 2001. Operating since May 2003 under the umbrella of one-bank holding company VSB Bancorp, Inc. (OTCQX: VSBN), the bank’s total equity has since increased to $36.9 million.

“Victory State Bank was launched out of necessity. At the time, Staten Island’s business community lacked adequate local banking services – and something needed to be done to remedy the situation,” said Joseph J. LiBassi, Victory State Bank funder, and chairman of VSB Bancorp, Inc. In establishing the bank, LiBassi sought out some of the borough’s brightest business minds, attracting Joan Nerlino-Caddell, Dr. Carlos Perez, and other local business experts as charter members of the bank’s board.

“It’s thrilling to see the Staten Island business sector thrive in tandem with the bank’s support,” LiBassi said. “Our new, conveniently situated full-service branch in Meiers Corners is yet another example of Victory State Bank’s commitment to providing easily accessible, top-notch banking services.”      

Under the leadership of LiBassi serving as chairman of VSB Bancorp, Inc., from the onset, and Branca as president and CEO of Victory State Bank since November 2007, the new Meiers Corners site has raised the number of the bank’s full-service branches to six, adding to locations in Great Kills (headquarters); West Brighton; St. George; Dongan Hills, and Rosebank. The bank additionally operates a business center in Dongan Hills.

For additional information, Victory State Bank may be reached at 718-979-1100, or visited online at www.VictoryStateBank.com.

 

 Victory State Bank's newly opened full-service Meier's Corners branch stands at the intersection of Victory Boulevard and Bradley Avenue

 

FORWARD LOOKING STATEMENTS

This release contains forward-looking statements that are subject to risks and uncertainties. Such risks and uncertainties may include but are not necessarily limited to adverse changes in local, regional or national economic conditions, fluctuations in market interest rates, changes in laws or government regulations, weaknesses of other financial institutions, changes in customer preferences, and changes in competition within our market area. When used in this release or in any other written or oral statements by the Company or its directors, officers or employees, words or phrases such as "will result in," "management expects that," "will continue," "is anticipated," "estimate," "projected," or similar expressions, and other terms used to describe future events, are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). Readers should not place undue reliance on the forward-looking statements, which reflect management's view only as of the date of the statement. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances. This statement is included for the express purpose of protecting the Company under the PSLRA's safe harbor provisions.

 

 

Media Contact: Barton Horowitz

Relevant Public Relations, LLC

Headquarters: 718‑682‑1509

Mobile: 917‑715‑8761

Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

7 Ways to Protect Your Loved Ones From Cyberbullying

 

 

As defined by the Cybersecurity and Infrastructure Security Agency (CISA), cyberbullying refers to the “practice of using technology to harass, or bully, someone else.”

With the interest of our friends and neighbors in mind, Victory State Bank, the only community-based commercial bank in Staten Island, N.Y., is sharing the following information from CISA, a part of the Department of Homeland Security:

Bullies used to be restricted to methods such as physical intimidation, postal mail, or the telephone. Now, developments in electronic media offer forums such as email, instant messaging, web pages, and digital photos to add to the arsenal. Computers, cell phones, tablets, and other mobile devices are current tools that are being used to conduct an old practice.

Forms of cyberbullying can range in severity from cruel or embarrassing rumors to threats, harassment, or stalking. It can affect any age group; however, teenagers and young adults are common victims, and cyberbullying is a growing problem in schools.

Why has cyberbullying become such a problem?

The relative anonymity of the Internet is appealing for bullies because it enhances the intimidation and makes tracing the activity more difficult. Some bullies also find it easier to be more vicious because there is no personal contact. Unfortunately, the Internet and email can also increase the visibility of the activity. Information or pictures posted online or forwarded in mass emails can reach a larger audience faster than more traditional methods, causing more damage to the victims. And because of the amount of personal information available online, bullies may be able to arbitrarily choose their victims.

Cyberbullying may also indicate a tendency toward more serious behavior. While bullying has always been an unfortunate reality, most bullies grow out of it. Cyberbullying has not existed long enough to have solid research, but there is evidence that it may be an early warning for more violent behavior.

How can you protect yourself or your children?

  • Teach your children good online habits

Explain the risks of technology, and teach children how to be responsible online (see Keeping Children Safe Online for more information). Reduce their risk of becoming cyberbullies by setting guidelines for and monitoring their use of the Internet and other electronic media (cell phones, tablets, etc.).

  • Keep lines of communication open 

Regularly talk to your children about their online activities so that they feel comfortable telling you if they are being victimized.

  • Watch for warning signs

If you notice changes in your child's behavior, try to identify the cause as soon as possible. If cyberbullying is involved, acting early can limit the damage.

  • Limit availability of personal information 

Limiting the number of people who have access to contact information or details about interests, habits, or employment reduces exposure to bullies that you or your child do not know. This may limit the risk of becoming a victim and may make it easier to identify the bully if you or your child are victimized.

  • Avoid escalating the situation 

Responding with hostility is likely to provoke a bully and escalate the situation. Depending on the circumstances, consider ignoring the issue. Often, bullies thrive on the reaction of their victims. Other options include subtle actions. For example, you may be able to block the messages on social networking sites or stop unwanted emails by changing the email address. If you continue to get messages at the new email address, you may have a stronger case for legal action.

  • Document the activity 

Keep a record of any online activity (emails, web pages, instant messages, etc.), including relevant dates and times. In addition to archiving an electronic version, consider printing a copy.

  • Report cyberbullying to the appropriate authorities 

If you or your child are being harassed or threatened, report the activity. Many schools have instituted anti-bullying programs, so school officials may have established policies for dealing with activity that involves students. If necessary, contact your local law enforcement. Law enforcement agencies have different policies, but your local police department or FBI branch are good starting points.

Source: Cybersecurity and Infrastructure Security Agency (CISA), part of the Department of Homeland Security