Columbia Financial to Acquire Northfield Bancorp in a $597 Million Deal

Columbia Financial, Inc. (CLBK) entered a merger agreement to acquire Northfield Bancorp, Inc. (NFBK) in a deal valued at $597 million.

Deal Structure:

Northfield will merge into the Holding Co immediately following the completion of the second-step conversion with Columbia. Each outstanding share of Northfield will be converted into the right to receive either shares of Holding Co common stock or cash, at the election of the holder, as follows:

1. if the final Independent Valuation is less than $2.3 billion, either 1.425 shares of Holding Company common stock or $14.25 in cash;
2. if the Independent Valuation is equal to or greater than $2.3 billion and less than $2.6 billion, either 1.450 shares of Holding Company common stock or $14.50 in cash,
3. if the Independent Valuation is equal to or greater than $2.6 billion, 1.465 shares of Holding Company common stock or $14.65 in cash.

No more than 30% of the outstanding shares of Northfield common stock issued and outstanding as of the effective time of the merger may be converted into the cash consideration. The merger will only occur if the second-step conversion is completed.

The purchase price of $14.25 per share is at a premium of 15.67% from the stock’s last close.

Company Profile:

Northfield is a bank holding company for Northfield Bank, providing retail and commercial banking services through a network of full-service branches across New York and New Jersey, with approximately $5.7 billion in assets and about $4.1 billion in customer deposits.

Columbia is a bank holding company for Columbia Bank, a federally chartered savings bank based in New Jersey that offers retail and commercial banking services through a broad network of full-service branches, with roughly $10.8 billion in assets and approximately $8.3 billion in deposits.

Deal Details and Timeline:

Columbia also plans to convert from a mutual holding company to a fully public company through a second-step conversion, in which a majority of shares will be sold to the public at $10 per share, and the bank will become a wholly owned subsidiary of a new holding company.

Thomas Kemly will continue as Chief Executive Officer of the Holding Company and the Bank. Dennis Gibney will remain Chief Banking Officer, and Thomas Splaine, Jr. will continue as the Chief Financial Officer.

Steven Klein, the CEO of Northfield, will become the Chief Operating Officer of the Holding Company and Columbia Bank. The boards of the Holding Company and Columbia Bank will include the current Columbia directors along with four directors from Northfield, including Klein.

The second-step conversion, the conversion offering, and the merger are expected to be completed early in the third quarter of 2026.

Raymond James & Associates served as financial advisor, and Luse Gorman acted as legal counsel to Northfield, while Keefe, Bruyette & Woods, a Stifel company, provided financial advisory services to Columbia, with legal counsel from Kilpatrick Townsend & Stockton.

Columbia is paying 0.81 times the tangible book value for Northfield.

Deal Metrics:

For more information on this merger and acquisition transaction, visit the Deal Metrics page here:

Deal Metrics for the acquisition of Northfield Bancorp, Inc. (NFBK) by Columbia Financial, Inc. (CLBK)

The Deal Metrics page includes:

– A spread history chart of the merger from announcement through completion or failure.
– Progress updates including HSR period expiration, regulatory approvals, shareholder votes, etc.
– News and SEC filings.
– A history of deal updates.
– And much more.

Disclaimer: Please do your own research before buying or selling any securities mentioned in this article. We do not guarantee the completeness or accuracy of the content or data provided in this article.

Editor’s Note: Baranjot Kaur contributed to this article