Filed by Sun Bancorp, Inc.
Pursuant to Rule 425 of the
Securities Act of 1933 and deemed filed
Pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Companies:
Sun Bancorp, Inc.(Commission File No. 0-20957)
Community Bancorp of New Jersey (Commission File No. 000-26587)
NEWS RELEASE
FOR IMMEDIATE RELEASE
Contact: Dan A. Chila, EVP and Chief Financial Officer,
Sun Bancorp, (856) 691-7700
Howard M. Schoor, Chairman of the Board,
Community Bancorp of New Jersey, 732-577-9833
Sun Bancorp, Inc. and Community Bancorp of New Jersey
Announce Merger
VINELAND, NJ; FREEHOLD, NJ, February 17, 2004 - Sun Bancorp, Inc. (NASDAQ: SNBC)
("Sun") and Community Bancorp of New Jersey (NASDAQ: CBNJ) ("Community"),
jointly announced today that they had entered into an Agreement and Plan of
Merger (the "Agreement") whereby Sun will acquire Community, and its bank
subsidiary, Community Bank of New Jersey, in a stock-for-stock exchange merger
valued at approximately $83.2 million. Upon completion of the merger, Sun will
have approximately $3.2 billion in total assets and 84 branch office locations
throughout New Jersey, Delaware and Pennsylvania.
The Agreement provides that Community shareholders will receive .83
shares of Sun common stock for each issued and outstanding share of Community
common stock (the "Per Share Stock Consideration"). Community will be permitted
under the Agreement to pay a one-time special cash dividend in the amount of
$.75 per share to its shareholders prior to the consummation of the proposed
merger with Sun.
Sun will be webcasting a conference call concerning the merger at 10
a.m. (EST) today via the internet. This conference can be heard live at
www.sunnb.com.
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Sun Bancorp and Community Bancorp Announce Merger Page 2 of 4
"It is a rare occasion when a bank has the opportunity to fill in a
significant gap in its marketplace by acquiring a quality institution led by
seasoned and highly competent bankers supported by a committed Board of
Directors," stated Tom Bracken, President and CEO, Sun Bancorp.
Bracken also said that Community Bank of New Jersey has built a
prototype community bank in one of the fastest growing markets in the state, has
an impeccable reputation for customer service and responsiveness and has been a
challenging competitor.
"We expect to see a growth and revenue multiplier effect once we are
able to introduce a full array of our expanded products and services to their
customers and communities. This is an exciting opportunity for both
organizations and the combination of our teams will create a formidable customer
and community focused organization allowing us to become the premier community
bank in Monmouth County," Bracken added.
"Community Bank of New Jersey was founded in 1997 when a group of
investors identified the need to establish a home-based community bank to serve
Monmouth County," stated Howard Schoor, Chairman of Community.
"Our commitment to our customers and friends, to support the growth and
development of the county, has been unwavering. Our Board of Directors believes
this merger is a perfect mix of two companies that possess similar cultures and
philosophy with respect to their responsibilities toward the community,
employees and customers. We believe this will provide greater growth
opportunities for our employees and a broader range of products and services to
our customers. Our shareholders will benefit from the combined banking company
created by the addition of our Monmouth County branch network to the existing
Sun National Bank franchise which extends from its headquarters in Southern New
Jersey up to Central New Jersey," Schoor added.
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Sun Bancorp and Community Bancorp Announce Merger Page 3 of 4
"We are excited to present this partnership to our shareholders,"
stated Robert O'Donnell, President and CEO of Community.
"We have worked side by side with Executive Management of Sun and have
come together for a common cause resulting in a joint commitment to create a
banking franchise second to none in central New Jersey. The cornerstone of our
Bank has been safety and soundness and we are pleased that our new partner
mirrors us in this commitment. Our present and future customers and shareholders
will be the beneficiaries of what promises to be exciting times for our combined
franchise," O'Donnell added.
Bracken said this transaction will also enable Sun National Bank to
accelerate its two-year branch rationalization program and sell, close or
consolidate a total of 14 branches in 2004.
"We continue to reshape our branch network. The recent acquisition of
eight branches from New York Community Bank when combined with the Community
Bank of New Jersey furthers our market share penetration in three vital markets,
improves average branch deposits and sheds non-performing branches," Bracken
added.
The proposed merger is subject to certain customary conditions for
transactions of this type including, among others, Sun and Community shareholder
approval and regulatory approval. The merger is expected to be consummated in
the second quarter of this year.
Ryan Beck & Co. acted as financial advisor to Community and Sandler
O'Neill acted as financial advisor to Sun.
Sun and Community will jointly file proxy materials with the Securities
and Exchange Commission ("SEC") which will set forth the complete details of the
merger. WE URGE INVESTORS TO CAREFULLY READ THE PROXY MATERIALS WHEN FILED WITH
THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able
to obtain a copy of the proxy materials free of charge at the SEC's web site at
www.sec.gov.
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Sun Bancorp and Community Bancorp Announce Merger Page 4 of 4
The materials may also be obtained for free by directing a written request to
Sun Bancorp, Inc. 226 Landis Avenue, Vineland, New Jersey 08360, Attention:
Secretary, and to Community Bancorp of New Jersey, 3535 Route 9 North, Freehold,
New Jersey 07728 Attention: Secretary. INVESTORS SHOULD READ THE PROXY MATERIALS
BEFORE MAKING A DECISION REGARDING THE MERGER.
Sun and Community, and their directors and executive officers, may be
deemed to be "participants" in Sun's and Community's solicitation of proxies in
connection with the proposed merger. Information regarding the Sun's
participants, including their holdings of Sun stock, is contained in Sun's
annual meeting proxy materials filed with the SEC on April 17, 2003. Information
regarding the Community's participants, including their holdings of Community
stock, is contained in Community's annual meeting proxy materials filed with the
SEC on March 28, 2003.
Sun Bancorp, Inc. is located in Vineland, New Jersey. Its primary
subsidiary is Sun National Bank, serving customers through 84 Community Banking
Centers in Southern and Central New Jersey, in the contiguous New Castle County
market in Delaware, and in Philadelphia, Pennsylvania. The deposits of the Bank
are insured up to the legal maximum by the Federal Deposit Insurance
Corporation. For more information about Sun National Bank and Sun Bancorp, Inc.,
visit www.sunnb.com.
The Community Bank of New Jersey, the Company's Bank subsidiary,
operates through its main office at 3535 Highway 9 North, Freehold, New Jersey
and its seven branch offices located throughout Monmouth County, New Jersey.
The foregoing material may contain forward-looking statements. We caution that
such statements may be subject to a number of uncertainties and actual results
could differ materially and, therefore, readers should not place undue reliance
on any forward-looking statements. Sun and Community do not undertake, and
specifically disclaim, any obligation to publicly release the results of any
revisions that may be made to any forward-looking statements to reflect the
occurrence of anticipated or unanticipated events or circumstances after the
date of such statements.
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