| | | | | | | | | DIME COMMUNITY BANCSHARES, INC. (NASDAQ - DCOM) |
| | Deal Overview | | Buyer: Dime Community Bancshares, Inc. | | Actual Acquirer: Dime SB of Williamsburgh (The) | | Target: Financial Bancorp, Inc. | | Deal Type: Bank & Thrift Company | | Announcement Date | 7/18/1998 | | Announced Deal Value ($M) | 73.6
 | | Status | Completed | | Completion Date | 1/21/1999 | | Announced Deal Value Per Share ($) | 40.50 |
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| | | Consideration Breakout | | Cash ($M) | 34.6 | | Common Stock ($M) | 32.8 | | Common Stock Issued | 1,504,704 |
| | | Deal Pricing Ratios | | | Announcement | Completion | | Price / Book (%) | 246.5 | 230.7 | | Price / Tangible Book (%) | 247.6 | 231.6 | | Price / Earnings (x) | 24.4 | 22.4 | | Price / Deposits (%) | 32.19 | 29.51 | | Price / Assets (%) | 23.71 | 21.13 | | Tangible Book Premium/ Deposits (%) | 22.22 | 18.68 |
| | | Deal Terms | | Description of Consideration | | Dime paid $39.14 in cash or 1.8282 in stock for each Financial share held. | | Accounting Method | Purchase | | In-State Transaction? | Yes | | Merger of Equals? | No | | Geographic Expansion? | In Market | | Goodwill Generated ($000) | 42,038 | | Estimated Cost Savings (%) | 50.00 | | Estimated Cost Savings ($000) | NA | | Est. Restructuring Charges ($000) | 3,900 | | Maximum Termination Fee ($000) | 1,000 | | Minimum Termination Fee ($000) | NA | | Exchange Ratio (Common For Common) | 1.8282 | | Exchange Ratio (Common For Preferred) | NA | | Exchange Ratio (Preferred For Common) | NM | | Exchange Ratio (Preferred For Preferred) | NA | | Lockup Agreement | Yes | | Strike Price ($) | 32.0000 | | % of Shares Outstanding | 19.90 | | Shares Under Option | 339,627 | | Core Deposit Intangibles ($000) | 2,905 |
| | | Deal Advisers - Financial Advisers | | Party Advised | Adviser Hired? | Firm Name | | Buyer | Yes | Merrill Lynch & Co. Inc. | | Seller | Yes | Sandler O'Neill & Partners LP |
| Deal Advisers - Legal Counsel | | Party Advised | Adviser Hired? | Firm Name | | Buyer | Yes | Thacher Proffitt & Wood | | Seller | Yes | Skadden Arps Slate Meagher |
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