Sussex Bancorp merges with Community Bank

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ROCKAWAY — Sussex Bancorp, the holding company for Sussex Bank, and Community Bank of Bergen County, NJ (OTCMKTS: CMTB) (“Community Bank”), are pleased to jointly announce that Sussex Bancorp and Community Bank have entered into a definitive agreement pursuant to which Sussex Bancorp will acquire Community Bank in an all-stock transaction.

Under the terms of the agreement Community Bank will merge with and into Sussex Bank and each outstanding share of Community Bank common stock will be exchanged for 0.97 shares of SBBX common stock. The transaction is presently valued at $45.4 million, or approximately $23.52 per CMTB share, based upon the 10-day volume weighted average common stock price of $24.25 for Sussex Bancorp as of April 7, 2017.

The merger enhances and expands Sussex Bank’s presence in Bergen County, New Jersey with the addition of 3 full service branch locations in that county, which will complement Sussex Bank’s existing location in Oradell, New Jersey. As of Dec. 31, 2016, Community Bank headquartered in Maywood, New Jersey, had approximately $341 million of total assets, $229 million of loans and $304 million of deposits. Based on financials as of Dec. 31, 2016, the combined company will have approximately $1.2 billion in assets, $925 million in gross loans, and $965 million in deposits upon completion of the transaction. The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to be completed during the third quarter of 2017, subject to approval by each company's shareholders, as well as regulatory approvals and other customary closing conditions.

“We're excited to be partnering with Peter Michelotti and the Community Bank of Bergen County, N.J., to expand our presence in one of the most attractive market service areas in the country,” stated Anthony Labozzetta, president and chief executive officer of Sussex Bank and Sussex Bancorp. “Both of our organizations share many common cultural attributes with an intense focus on the employee and customer experience, which we believe will make the partnership attractive to the employees and customers of both banks. Mr. Labozzetta also added, “We look forward to working with Peter and the rest of the Community Bank of Bergen County team to deliver to our combined shareholders the financial benefits of the transaction.”

In addition, Edward Leppert, chairman of the Board of Sussex Bancorp stated, “This is an excellent opportunity to merge with a well-respected bank with similar values and vision. Along with our new colleagues, we look forward to making this partnership a success for our employees, customers, shareholders, and communities.”

"We are very pleased to be combining with such a robust and well run organization. The combined entity will help us better serve our customers and will greatly enhance shareholder value," said Peter A. Michelotti, President and CEO of Community Bank of Bergen County.

On a pro forma basis, the transaction is expected to be accretive to Sussex Bancorp's 2018 earnings per share by approximately 12 percent and accretive to tangible book value per share of approximately 1% at closing assuming a transaction close in the third quarter of 2017.

Effective at the closing of the transaction, Peter A. Michelotti will become the Chief Operating Officer, Senior Executive Vice President and a member of the Board of Directors of both Sussex Bancorp and Sussex Bank. In addition, two other members of the Board of Directors of Community Bank will join the Board of Directors of both Sussex Bancorp and Sussex Bank.

Keefe, Bruyette & Woods, Inc. served as financial adviser to Sussex Bancorp and Hogan Lovells US LLP served as its legal counsel. FinPro Capital Advisors, Inc. served as financial advisor to Community Bank and Stevens and Lee served as its legal counsel.
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