S-4/A 1 tm2028785-3_s4a.htm S-4/A tm2028785-3_s4a - block - 40.1546565s
As filed with the Securities and Exchange Commission on October 15, 2020
Registration No. 333-248787
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BRIDGE BANCORP, INC.
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of
incorporation or organization)
6712
(Primary Standard Industrial
Classification Code Number)
11-2934195
(I.R.S. Employer
Identification Number)
2200 Montauk Highway
Bridgehampton, New York 11932
(631) 537-1000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Kevin M. O’Connor
President and Chief Executive Officer
2200 Montauk Highway
Bridgehampton, New York 11932
(631) 537-1000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
John J. Gorman, Esq.
Marc Levy, Esq.
Luse Gorman, PC
5335 Wisconsin Avenue, N.W., Suite 780
Washington, D.C. 20015
(202) 274-2000
Paul M. Aguggia, Esq.
Amy S. Leder, Esq.
Holland & Knight LLP
31 West 52rd Street
12th Floor
New York, NY 10019
(212) 513-3200
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If the securities being registered on this form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:   ☐
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)   ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)   ☐
CALCULATION OF REGISTRATION FEE
Title of each class of
securities to be registered
Amount to be
registered
Proposed
maximum
offering price
per share
Proposed
maximum
aggregate
offering price
Amount of
registration fee
Common Stock, $0.01 par value per share
21,436,582(1) NA $ 435,678,667(2) $ 56,552(5)
Series A Preferred Stock, $0.01 par value per share
5,299,200(3) NA $ 118,225,152(4) $ 15,346(5)
(1)
Represents the estimated maximum number of shares of Bridge Bancorp, Inc. (“Bridge”) common stock estimated to be issuable upon the completion of the merger to which this Registration Statement relates. The number is based on the product of (a) the number of shares of Dime Community Bancshares, Inc. (“Dime”) common stock outstanding as of September 8, 2020 and (b) 0.648, which represents the amount of Bridge common stock that Dime stockholders will be entitled to receive in exchange for each such share of Dime common stock, pursuant to the terms of the Agreement and Plan of Merger by and between Bridge Bancorp, Inc. and Dime Community Bancshares, Inc., dated July 1, 2020 (the “Merger Agreement”), which is attached to the joint proxy statement/prospectus as Annex A.
(2)
The proposed maximum aggregate offering price of Bridge’s common stock was calculated based upon the market value of shares of Dime common stock in accordance with Rules 457(c) and 457(f) under the Securities Act as follows: the product of (A) $13.17, the average of the high and low prices per share of Dime common stock as reported on the Nasdaq Global Select Market on September 8, 2020 and (B) 33,081,144, the estimated maximum number of shares of Dime common stock that may be exchanged for the merger consideration.
(3)
Represents the maximum number of shares of Series A preferred stock, par value $0.01 per share, of Bridge (which we refer to as “Bridge Series A Preferred Stock”) estimated to be issued to holders of record of 5.50% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, of Dime (which we refer to as “Dime Series A Preferred Stock”) in the merger described herein. This number is based on the number of shares of Dime Series A Preferred Stock outstanding as of September 8, 2020, and the exchange of each such share for a share of Bridge Series A Preferred Stock, pursuant to the merger agreement.
(4)
The proposed maximum aggregate offering price of Bridge’s preferred stock was calculated based upon the market value of shares of Dime Series A Preferred Stock in accordance with Rules 457(c) and 457(f) under the Securities Act as follows: the product of (A) $22.31, the average of the high and low prices per share of Dime Series A Preferred Stock as reported on the Nasdaq Capital Market on September 8, 2020 and (B) 5,299,200, the estimated maximum number of shares of Dime preferred stock that may be exchanged for the merger consideration.
(5)
Previously paid.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Information contained in this joint proxy statement/prospectus is subject to completion or amendment. A registration statement relating to the securities of Bridge Bancorp, Inc. to be issued in the merger has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This joint proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS,
SUBJECT TO COMPLETION, DATED OCTOBER 15, 2020
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[MISSING IMAGE: lg_dimecommunity-4c.jpg]
To the shareholders of Bridge Bancorp, Inc. and Dime Community Bancshares, Inc.
MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT
On July 1, 2020, Bridge Bancorp, Inc., which we refer to as “Bridge,” and Dime Community Bancshares, Inc., which we refer to as “Dime,” entered into an Agreement and Plan of Merger, which we refer to as the “merger agreement,” pursuant to which Bridge and Dime have agreed to combine their respective businesses in a merger of equals.
Under the merger agreement, Dime will merge with and into Bridge, with Bridge as the resulting company, in a transaction that we refer to as the “merger.” At the effective time of the merger, Bridge will change its name to “Dime Community Bancshares, Inc.” Immediately following the merger, Dime Community Bank, the wholly-owned subsidiary of Dime, will merge with and into BNB Bank, the wholly-owned subsidiary of Bridge, with BNB Bank as the resulting company, which we refer to as the “bank merger.” At the effective time of the bank merger, BNB Bank will change its name to “Dime Community Bank.” Each party will have equal representation on the board of directors of the resulting company and the resulting bank.
If the merger is completed, Dime shareholders will be entitled to receive, for each share of Dime common stock they own, 0.648 shares of Bridge common stock. The maximum number of shares of Bridge common stock estimated to be issuable upon completion of the merger is 21,436,582. Based on Bridge’s closing price of $22.84 on June 30, 2020, which was the last trading date preceding the public announcement of the proposed merger, each share of Dime common stock exchanged for 0.648 shares of Bridge common stock would have had a value of $14.80, or approximately $489.0 million in aggregate merger consideration. Based on Bridge’s closing price of $19.62 on October 12, 2020, which is the most recent practicable trading day prior to the printing of this document, each share of Dime common stock exchanged for 0.648 shares of Bridge common stock would have a value of $12.71. The value of the merger consideration will depend on the market price of Bridge common stock on the effective date of the merger. We urge you to obtain current market quotations for both Bridge common stock and Dime common stock.
In addition, each issued and outstanding share of Dime 5.50% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, which we refer to as the “Dime preferred stock,” immediately prior to the completion of the merger will be converted into the right to receive one (1) share of a newly issued series of Bridge preferred stock, each with equivalent rights and preferences, which we refer to as the “Bridge preferred stock.”
The common stock of Bridge trades on The NASDAQ Global Select Market under the symbol “BDGE.” The common stock of Dime also trades on The NASDAQ Global Select Market under the symbol “DCOM.” The preferred stock of Dime also trades on The NASDAQ Global Select Market under the symbol “DCOMP.” Following the merger, the common stock of the resulting company will be listed on The NASDAQ Global Select Market under the symbol “DCOM.” The newly issued shares of Bridge preferred stock are expected to trade on The NASDAQ Global Select Market under the symbol “DCOMP.”
Bridge will hold a virtual special meeting of its shareholders, which we refer to as the “Bridge special meeting,” on December 3, 2020, at 10:00 a.m. local time, where the Bridge shareholders will be asked to vote on a proposal to approve the merger agreement, which we refer to as the “Bridge merger proposal,” a proposal to amend the Bridge Certificate of Incorporation to effect the name change of Bridge to “Dime Community Bancshares, Inc.,” to increase the number of authorized shares of common stock and preferred stock of the resulting company, to create a series of preferred stock of the resulting company designated as Series A Preferred Stock, to set forth the rights, preferences, privileges and limitations pertaining to such series of preferred stock, and to remove the previous Section 8 of the certificate of incorporation entitled “Indebtedness”, which we refer to as the “Bridge Certificate of Incorporation amendment proposal,” and a proposal to approve, on a non-binding advisory basis, the compensation that may become payable to the

named executive officers of Bridge in connection with the merger, which we refer to as the “Bridge merger-related compensation proposal” and other related matters. The approval by Bridge’s shareholders of the merger agreement as well as the Bridge’s Certificate of Incorporation amendment proposal are required to complete the merger. The Bridge special meeting will be held exclusively via a live webcast at www.meetingcenter.io/248386694, on December 3, 2020 at 10:00 a.m., local time. To participate in the virtual meeting, a Bridge shareholder of record will need the fifteen-digit control number included on your proxy card or instructions that accompanied your proxy materials, if applicable, or to obtain a proxy form from your broker, bank or other nominee. The Bridge special meeting webcast will begin promptly at 10:00 a.m., local time. Bridge shareholders are encouraged to access the Bridge special meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.
Dime will hold a virtual special meeting of its shareholders, which we refer to as the “Dime special meeting,” on December 3, 2020, at 10:00 a.m. local time, where the Dime shareholders will be asked to vote on a proposal to adopt the merger agreement, which we refer to as the “Dime merger proposal,” and a proposal to approve, on a non-binding advisory basis, the compensation that may become payable to the named executive officers of Dime in connection with the merger, which we refer to as the “Dime merger-related compensation proposal” and other related matters. The Dime special meeting will be held exclusively via a live webcast at www.virtualshareholdermeeting.com/DCOM2020SM, on December 3, 2020 at 10:00 a.m., local time. To participate in the virtual meeting, a Dime shareholder of record will need the sixteen-digit control number included on your proxy card or instructions that accompanied your proxy materials, if applicable, or to obtain a proxy form from your broker, bank or other nominee. The Dime special meeting webcast will begin promptly at 10:00 a.m., local time. Dime shareholders are encouraged to access the Dime special meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.
The merger cannot be completed unless, among other things, holders of two-thirds of the issued and outstanding shares of Bridge common stock vote to approve the Bridge merger proposal, a majority of the issued and outstanding shares of Bridge common stock vote to approve the Bridge Certificate of Incorporation amendment proposal, and holders of a majority of the issued and outstanding shares of Dime common stock vote to approve the Dime merger proposal. Bridge and Dime are sending you this joint proxy statement/prospectus to ask you to vote in favor of these and other matters described in this joint proxy statement/prospectus.
Each of our boards of directors unanimously recommends that holders of common stock vote “FOR” each of the proposals to be considered at the respective meetings. We strongly support this combination of our companies and join our boards in their recommendations.
This joint proxy statement/prospectus provides you with detailed information about the merger agreement and the merger. It also contains or references information about Bridge and Dime and certain related matters. You are encouraged to read this joint proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 21 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you. You can also obtain information about Bridge and Dime from documents that have been filed with the Securities and Exchange Commission that are incorporated into this joint proxy statement/prospectus by reference.
We look forward to your participation in the special meetings and we appreciate your continued support.
[MISSING IMAGE: sg_kevinconnor-bw.jpg]
[MISSING IMAGE: sg_kennethjmahon-bw.jpg]
Kevin M. O’Connor
President and Chief Executive Officer
Bridge Bancorp, Inc.
Kenneth J. Mahon
Chief Executive Officer
Dime Community Bancshares, Inc.

The securities of Bridge to be issued in the merger are not deposits or savings accounts or other obligations of any bank or savings association subsidiary of Bridge or Dime and are not insured by the FDIC or any other governmental agency.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the merger described in this document or the Bridge securities to be issued in connection with the merger or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offense.
The date of this joint proxy statement/prospectus is [•], 2020, and it is first being mailed or otherwise delivered to shareholders of Bridge and Dime on or about [•], 2020.

 
ABOUT THIS DOCUMENT
This joint proxy statement/prospectus, which we refer to as “this document,” forms part of a registration statement on Form S-4 filed with the Securities and Exchange Commission (which we refer to as the “SEC”) by Bridge, and constitutes a prospectus of Bridge under the Securities Act of 1933, as amended, which we refer to in this document as the “Securities Act,” with respect to the shares of Bridge securities to be issued to Dime shareholders, as required by the merger agreement. This document also constitutes a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, which we refer to in this document as the “Exchange Act,” and a notice of meeting with respect to the special meeting of shareholders of Bridge and the special meeting of shareholders of Dime.
You should rely only on the information contained in this document. No one has been authorized to provide you with information that is different from the information contained in this document. This document is dated [•], 2020. You should not assume that the information contained in this document is accurate as of any date other than that date. Neither the mailing of this document to either Bridge shareholders or Dime shareholders nor the issuance by Bridge of its common stock in connection with the merger will create any implication to the contrary.
This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this document regarding Bridge has been provided by Bridge and information contained in this document regarding Dime has been provided by Dime.
 

 
BRIDGE BANCORP, INC.
2200 Montauk Highway
Bridgehampton, New York 11932
Notice of Special Meeting of Shareholders to be held December 3, 2020
To the Shareholders of Bridge:
Bridge will hold a virtual special meeting of shareholders (which we refer to as the “Bridge special meeting”) at 10:00 a.m. local time, on December 3, 2020, to be held exclusively via webcast at www.meetingcenter.io/248386694, to consider and vote upon the following matters:
1.
a proposal to approve the Agreement and Plan of Merger, dated as of July 1, 2020, which we refer to as the “merger agreement”, by and between Bridge Bancorp, Inc. and Dime Community Bancshares, Inc., pursuant to which Dime will merge with and into Bridge, which we refer to as the “merger proposal.” A copy of the merger agreement is included as Annex A to the accompanying joint proxy statement/prospectus;
2.
a proposal to approve an amendment to Bridge’s Certificate of Incorporation to effect the name change of Bridge to “Dime Community Bancshares, Inc.,” to increase the number of authorized shares of common stock and preferred stock of the resulting company, to create a series of preferred stock of the resulting company designated as Series A Preferred Stock, to set forth the rights, preferences, privileges and limitations pertaining to such series of preferred stock; and to remove the previous Section 8 of the Certificate of Incorporation entitled “Indebtedness”, which we refer to as the “Bridge Certificate of Incorporation amendment proposal.” A copy of the proposed Bridge Bancorp, Inc. Restated Certificate of Incorporation is included as Annex D to the accompanying joint proxy statement/prospectus;
3.
a proposal to approve, on a non-binding advisory basis, the compensation that may become payable to the named executive officers of Bridge in connection with the merger, which we refer to as the “Bridge merger-related compensation proposal”; and
4.
a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve the merger agreement and the merger, which we refer to as the “Bridge adjournment proposal.”
All of these items are described in more detail in the accompanying joint proxy statement/prospectus and its annexes. We urge you to read these materials carefully and in their entirety. The enclosed document forms a part of this notice.
The Bridge board of directors unanimously recommends that Bridge shareholders vote “FOR” the Bridge merger proposal, “FOR” the Bridge Certificate of Incorporation amendment proposal, “FOR” the Bridge merger-related compensation proposal and “FOR” the Bridge adjournment proposal.
Bridge shareholders of record as of the close of business on October 12, 2020 are entitled to notice of, and to vote at, the Bridge special meeting and any adjournments or postponements of the Bridge special meeting.
Your vote is very important. Your proxy is being solicited by Bridge’s board of directors. For the proposed merger to be completed, the proposal to approve the merger agreement must be approved by a vote of two-thirds of the issued and outstanding shares of Bridge common stock and the Bridge Certificate of Incorporation amendment proposal must be approved by the affirmative vote of a majority of the issued and outstanding shares of Bridge common stock. The amendments to the Bridge Certificate of Incorporation will become effective only if the merger agreement is approved by the shareholders and the merger is completed. The Bridge merger-related compensation proposal will be approved if a majority of the votes cast by the Bridge shareholders at the Bridge special meeting are voted in favor of such proposal. The Bridge adjournment proposal will be approved if a majority of votes cast on such proposal at the Bridge special meeting are voted in favor of such proposal.
 

 
Whether or not you plan to attend the Bridge special meeting virtually, we urge you to vote. Shareholders of record may vote:

By internet — access www.investorvote.com/BDGE and follow the on-screen instructions;

By telephone — call 1-800-652-8683 and follow the instructions;

By mail — complete, sign, date and mail your proxy card in the envelope provided as soon as possible; or

By voting at the virtual special meeting — access www.meetingcenter.io/248386694 and follow the on-screen instructions;
If you plan to attend the Bridge special meeting virtually, you will be required to take certain actions ahead of the meeting so that you can participate. Please carefully read the sections in this document regarding attending and voting at the special meeting to ensure that you comply with these requirements.
If you hold your stock in “street name” through a banker or broker, please follow the instructions on the voting instruction card furnished by the record holder.
If you have any questions or need assistance voting your shares, please contact our proxy solicitor, Equiniti Services Company, toll free at 1-833-503-4127.
By Order of the Board of Directors,
[MISSING IMAGE: sg_howardnolan-bw.jpg]
Howard H. Nolan
Senior Executive Vice President, Chief
Operating Officer and Corporate Secretary
Bridgehampton, New York
[•], 2020
 

 
DIME COMMUNITY BANCSHARES, INC.
300 Cadman Plaza West, 8th Floor
Brooklyn, New York 11201
Notice of Special Meeting of Shareholders to be held December 3, 2020
To the Shareholders of Dime:
Dime will hold a virtual special meeting of shareholders (which we refer to as the “Dime special meeting”) at 10:00 a.m. local time, on December 3, 2020, to be held exclusively via webcast at www.virtualshareholdermeeting.com/DCOM2020SM, to consider and vote upon the following matters:
1.
a proposal to approve the Agreement and Plan of Merger, dated as of July 1, 2020, which we refer to as the “merger agreement,” by and between Bridge Bancorp, Inc. and Dime Community Bancshares, Inc. and the merger, pursuant to which Dime will merge with and into Bridge, which we refer to as the “merger proposal.” A copy of the merger agreement is included as Annex A to the accompanying joint proxy statement/prospectus;
2.
a proposal to approve, on a non-binding advisory basis, the compensation that may become payable to the named executive officers of Dime in connection with the merger, which we refer to as the “Dime merger-related compensation proposal”; and
3.
a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve the merger agreement and the merger, which we refer to as the “Dime adjournment proposal.”
All of these items are described in more detail in the accompanying joint proxy statement/prospectus and its annexes. We urge you to read these materials carefully and in their entirety. The enclosed document forms a part of this notice.
The Dime board of directors unanimously recommends that the Dime shareholders vote “FOR” the Dime merger proposal, “FOR” the Dime merger-related compensation proposal and “FOR” the Dime adjournment proposal.
Dime shareholders of record as of the close of business on October 12, 2020 are entitled to notice of, and to vote at, the Dime special meeting and any adjournments or postponements of the Dime special meeting.
Your vote is very important. Your proxy is being solicited by Dime’s board of directors. For the proposed merger to be completed, the proposal to approve the merger agreement and the merger must be approved by the affirmative vote of a majority of the issued and outstanding shares of Dime common stock. The Dime merger-related compensation proposal will be approved if a majority of the votes cast on such proposal at the Dime special meeting are voted in favor of such proposal. The Dime merger-related compensation proposal will be approved if a majority of the votes cast on such proposal at the Dime special meeting are voted in favor of such proposal. The Dime adjournment proposal will be approved if a majority of the votes cast on such proposal at the Dime special meeting are voted in favor of such proposal.
Whether or not you plan to attend the Dime special meeting virtually, we urge you to vote. Shareholders of record may vote:

By internet — access www.proxyvote.com and follow the on-screen instructions;

By telephone — call 1-800-690-6903 for registered shareholders and 1-800-454-8683 for beneficial shareholders;

By mail — complete, sign, date and mail your proxy card in the envelope provided as soon as possible; or

By voting at the virtual special meeting — access www.virtualshareholdermeeting.com/DCOM2020SM and follow the on-screen instructions;
 

 
If you plan to attend the Dime special meeting virtually, you will be required to take certain actions ahead of the meeting so that you can participate. Please carefully read the sections in this document regarding attending and voting at the special meeting to ensure that you comply with these requirements.
If you hold your stock in “street name” through a banker or broker, please follow the instructions on the voting instruction card furnished by the record holder.
If you have any questions or need assistance voting your shares, please contact our proxy solicitor, Equiniti Services Company, toll free at 1-833-503-4129.
By Order of the Board of Directors,
[MISSING IMAGE: sg_patriciamschaubeck-bw.jpg]
Patricia M. Schaubeck
Executive Vice President, General Counsel and
Corporate Secretary
Brooklyn, New York
[•], 2020
 

 
REFERENCES TO AVAILABLE INFORMATION
Both Bridge and Dime file annual, quarterly and special reports, proxy statements and other business and financial information electronically with the SEC. In addition, this document incorporates important business and financial information about Bridge and Dime from documents filed with the SEC that have not been included in or delivered with this document. You can obtain any of the documents filed with or furnished to the SEC by Bridge or Dime at no cost from the SEC’s website at www.sec.gov. You will also be able to obtain these documents free of charge from Bridge at Bridge’s website at https://www.bnbbank.com/ under the “About — Investor Relations” tab, and then under “SEC Filings,” or from Dime by accessing Dime’s website at www.Dime.com under the “About — Investor Relations” tab, and then under “SEC Filings.” See “Where You Can Find More Information” on page 156.
You also may request orally or in writing copies of these documents at no cost by contacting the appropriate company at the following addresses:
Bridge Bancorp, Inc.
898 Veterans Memorial Highway, Suite 560
Hauppauge, New York 11788
Attention: Howard H. Nolan
Telephone: 631-537-1000
Dime Community Bancshares, Inc.
300 Cadman Plaza West, 8th Floor
Brooklyn, New York 11201
Attention: Patricia M. Schaubeck
Telephone: 718-782-6200
If you are a Bridge shareholder or Dime shareholder and would like to request documents from Bridge or Dime, please do so by November 25, 2020 to receive them before the special meetings.
The information on Bridge’s and Dime’s websites is not part of this document. References to Bridge’s and Dime’s websites in this document are intended to serve as textual references only.
 

 
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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS
The following are answers to certain questions that you may have regarding the merger, the Bridge special meeting or the Dime special meeting. We urge you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to, and the documents incorporated by reference in, this document.
Q:
WHY AM I RECEIVING THIS DOCUMENT?
A.
You are receiving this document because you are either a shareholder of Bridge as of October 12, 2020, the record date for the Bridge special meeting, or a shareholder of Dime as of October 12, 2020, the record date for the Dime special meeting. This document is being used by the boards of directors of Bridge and Dime to solicit proxies of the shareholders of Bridge and Dime, as applicable, in connection with the approval of the merger proposal and related matters. This document also serves as the prospectus for shares of Bridge common stock to be issued in exchange for shares of Dime common stock in the merger and the prospectus for shares of Bridge preferred stock to be issued in exchange for shares of Dime preferred stock in the merger. Holders of Dime preferred stock are not entitled to, and are not requested to, vote at the Dime special meeting.
In order to approve the merger agreement and the merger, Bridge has called the Bridge special meeting and Dime has called the Dime special meeting. This document also serves as a notice of the Bridge special meeting and the Dime special meeting and describes the proposals to be presented at each special meeting.
You should read this document carefully and in its entirety. The enclosed materials allow you to have your shares voted by proxy without attending your special meeting. Your vote is important. We encourage you to submit your proxy as soon as possible.
Q:
WHAT AM I BEING ASKED TO VOTE ON?
A:
For Bridge Shareholders:   You are being asked to vote on the approval of the merger agreement that provides for the merger of Dime with and into Bridge. You are also being asked to vote on a proposal to amend the Bridge Certificate of Incorporation to change the name of the resulting company to “Dime Community Bancshares, Inc.”, to increase the number of authorized shares of common stock and preferred stock of the resulting company, to create a series of preferred stock of the resulting company designated as Series A Preferred Stock, to set forth the rights, preferences, privileges and limitations pertaining to such series of preferred stock, and remove Section 8 of Bridge’s existing certificate of incorporation. You are also being asked to vote on a non-binding advisory resolution approving the compensation that may become payable to the named executive officers of Bridge in connection with the merger. You are also being asked to vote on a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the meeting to approve the merger agreement and the merger. Completion of the merger is conditioned upon approval of the merger proposal and the Bridge Certificate of Incorporation amendment proposal. Completion of the merger is not conditioned upon approval of the Bridge merger-related compensation proposal or the Bridge adjournment proposal. The amendments to the Bridge Certificate of Incorporation will become effective only if the merger agreement is approved by the shareholders and the merger is completed.
For Dime Shareholders:   You are being asked to vote on the approval of the merger agreement that provides for the merger of Dime with and into Bridge. You are also being asked to vote on a non-binding advisory resolution approving the compensation that may become payable to the named executive officers of Dime in connection with the merger. You are also being asked to vote on a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the meeting to approve the merger agreement and the merger. Completion of the merger is not conditioned upon approval of the Dime merger-related compensation proposal or the Dime adjournment proposal.
 
1

 
Q:
WHAT VOTE DOES BRIDGE’S BOARD OF DIRECTORS RECOMMEND?
A:
Bridge’s board of directors has determined that the proposed merger is in the best interests of Bridge shareholders, has unanimously approved the merger agreement and the merger and unanimously recommends that Bridge shareholders vote “FOR” the approval of the merger proposal, “FOR” the Bridge Certificate of Incorporation amendment proposal, “FOR” the Bridge merger-related compensation proposal and “FOR” the Bridge adjournment proposal.
Q:
WHAT VOTE DOES DIME’S BOARD OF DIRECTORS RECOMMEND?
A:
Dime’s board of directors has determined that the proposed merger is in the best interests of Dime shareholders, has unanimously approved the merger agreement and the merger and unanimously recommends that Dime shareholders vote “FOR” the approval of the merger proposal, “FOR” the Dime merger-related compensation proposal, and “FOR” the Dime adjournment proposal.
Q:
WHAT WILL DIME SHAREHOLDERS RECEIVE IN THE MERGER?
A:
If the merger is completed, holders of Dime common stock will receive 0.648 shares of Bridge common stock (which we refer to as the “merger consideration”) for each share of Dime common stock held immediately prior to the merger. Bridge will not issue any fractional shares of Bridge common stock in the merger. Bridge will pay to each former Dime shareholder who holds fractional shares an amount in cash determined by multiplying the average of the closing sale prices of Bridge common stock for the 10 consecutive trading days ending on the fifth trading day preceding the closing date of the merger by the fraction of a share (rounded to the nearest cent) of Bridge common stock that such shareholder would otherwise be entitled to receive. If the merger is completed, holders of Dime preferred stock will receive one share of newly issued Bridge preferred stock for each share of Dime preferred stock held immediately prior to the merger. If the merger is completed, the shares of common stock and preferred stock of the resulting company are expected to trade on The NASDAQ Global Select Market under the symbols “DCOM” and “DCOMP,” respectively.
Q:
WHAT WILL BRIDGE SHAREHOLDERS RECEIVE IN THE MERGER?
A:
If the merger is completed, Bridge shareholders will not receive any merger consideration and will continue to hold the shares of the resulting company’s common stock that they currently hold. Following the merger, shares of Bridge common stock will be traded on The NASDAQ Global Select Market under the symbol “DCOM.”
Q:
WHAT EQUITY STAKE WILL BRIDGE AND DIME SHAREHOLDERS HOLD IN BRIDGE IMMEDIATELY FOLLOWING THE MERGER?
A:
Immediately following completion of the merger, current Bridge shareholders will own in the aggregate approximately 48% of the outstanding shares of Bridge common stock. Immediately following completion of the merger, Dime shareholders will own in the aggregate approximately 52% of the outstanding shares of Bridge common stock.
Q:
WHAT HAPPENS IF I AM ELIGIBLE TO RECEIVE A FRACTION OF A SHARE OF BRIDGE COMMON STOCK AS PART OF THE MERGER CONSIDERATION?
A:
If the aggregate number of shares of Bridge common stock that you are entitled to receive as part of the merger consideration includes a fraction of a share of Bridge common stock, you will receive cash instead of that fractional share. See the section entitled “Description of the Merger — Consideration to be Received in the Merger.
Q:
HOW DO DIME SHAREHOLDERS EXCHANGE THEIR STOCK CERTIFICATES?
A:
Shortly after the merger, Bridge’s exchange agent will send instructions to Dime’s shareholders on how and where to surrender their Dime stock certificates after the merger is completed. Please do not send your Dime stock certificates with your proxy card.
 
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Q:
ARE EITHER DIME’S OR BRIDGE’S SHAREHOLDERS ENTITLED TO APPRAISAL RIGHTS?
A:
No. Because Dime common stock is traded on The NASDAQ Global Select Market, the Delaware General Corporation Law does not provide for appraisal rights in connection with the merger. Dime is incorporated under Delaware law. Similarly, under the New York Business Corporation Law, and pursuant to Bridge’s Certificate of Incorporation, holders of Bridge common stock are not entitled to appraisal rights in the merger with respect to their shares of Bridge common stock because Bridge common stock is listed on The NASDAQ Global Select Market and Bridge’s Certificate of Incorporation does not provide for appraisal rights unless specifically granted by Bridge’s board of directors. Bridge is incorporated under New York law.
Q:
IS COMPLETION OF THE MERGER SUBJECT TO ANY CONDITIONS BESIDES SHAREHOLDER APPROVAL?
A:
Yes. The merger must receive the required regulatory approvals, and there are other customary closing conditions that must be satisfied. For more information about the conditions to the completion of the merger, see the section entitled “Description of the Merger — Conditions to Completing the Merger.
Q:
WHEN IS THE MERGER EXPECTED TO BE COMPLETED?
A:
The merger agreement and the merger must be approved by Bridge’s shareholders and Dime’s shareholders and we must obtain the necessary regulatory approvals, among other conditions. According to the terms of the merger agreement, the closing of the merger cannot occur prior to January 1, 2021. Thus, assuming timely receipt of regulatory and shareholder approvals, we expect to complete the merger in the first quarter of 2021.
Q:
ARE THERE RISKS THAT I SHOULD CONSIDER IN DECIDING WHETHER TO VOTE TO APPROVE THE MERGER AGREEMENT AND THE MERGER?
A:
Yes. You should consider the risks set out in the section entitled “Risk Factors” beginning on page 21 of this document.
Q:
WHAT VOTE IS REQUIRED TO APPROVE THE MATTERS TO BE CONSIDERED AT THE VIRTUAL SPECIAL MEETINGS?
A:
For Bridge Shareholders:   The proposal to approve the merger agreement and the merger must be approved by the affirmative vote of two-thirds of the issued and outstanding shares of Bridge common stock. Consequently, abstentions and broker non-votes with respect to the merger agreement will have the same effect as a vote “against” such proposal.
The proposal to approve various amendments to Bridge’s existing certificate of incorporation must be approved by the affirmative vote of a majority of the issued and outstanding shares of Bridge common stock. Abstentions and broker non-votes with respect to the amendments to Bridge’s existing certificate of incorporation will have the same effect as a vote “against” such proposal.
Approval of the Bridge merger-related compensation proposal and the Bridge adjournment proposal require that the votes cast in favor of each such proposal at the special meeting exceed the votes cast against such proposal at the special meeting. Abstentions and broker non-votes will not affect the outcome of such proposals.
For Dime Shareholders:   The proposal to approve the merger agreement and the merger must be approved by the affirmative vote of a majority of the issued and outstanding shares of Dime common stock. Consequently, abstentions and broker non-votes with respect to the merger agreement and the merger will have the same effect as a vote “against” such proposal.
Approval of the Dime merger-related compensation proposal and the Dime adjournment proposal will require the affirmative vote of the majority of the votes cast by the Dime shareholders at the Dime special meeting. Abstentions and broker non-votes will not affect the outcome of such proposals.
 
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Q:
WHAT IS THE QUORUM REQUIREMENT FOR THE BRIDGE VIRTUAL SPECIAL MEETING?
A:
The presence at the Bridge special meeting, virtually or by proxy, of shareholders representing a majority of the total number of the outstanding shares of Bridge common stock entitled to vote is necessary in order to constitute a quorum. Abstentions and broker non-votes, if any, will be included in determining the number of shares present at the meeting for purposes of determining the presence of a quorum.
Q:
WHAT IS THE QUORUM REQUIREMENT FOR THE DIME VIRTUAL SPECIAL MEETING?
A:
The presence at the Dime special meeting, virtually or by proxy, of shareholders representing a majority of the total number of outstanding shares of Dime common stock entitled to vote is necessary in order to constitute a quorum. Abstentions and broker non-votes, if any, will be included in determining the number of shares present at the meeting for purposes of determining the presence of a quorum.
Q:
WHEN AND WHERE IS THE BRIDGE VIRTUAL SPECIAL MEETING?
A:
The Bridge virtual special meeting is scheduled to take place at 10:00 a.m., local time, on December 3, 2020. The Bridge special meeting will be held exclusively via a live webcast at www.meetingcenter.io/248386694. To participate in the virtual meeting, a Bridge shareholder of record will need the fifteen-digit control number included on your proxy card or instructions that accompanied your proxy materials, if applicable, or to obtain a proxy form from your broker, bank or other nominee. The Bridge special meeting webcast will begin promptly at 10:00 a.m., local time. Bridge shareholders are encouraged to access the Bridge special meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.
Q:
WHEN AND WHERE IS THE DIME VIRTUAL SPECIAL MEETING?
A:
The Dime virtual special meeting is scheduled to take place at 10:00 a.m., local time, on December 3, 2020. The Dime special meeting will be held exclusively via a live webcast at www.virtualshareholdermeeting.com/DCOM2020SM. To participate in the virtual meeting, a Dime shareholder of record will need the sixteen-digit control number included on your proxy card or instructions that accompanied your proxy materials, if applicable, or to obtain a proxy form from your broker, bank or other nominee. The Dime special meeting webcast will begin promptly at 10:00 a.m., local time. Dime shareholders are encouraged to access the Dime special meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.
Q:
WHO IS ENTITLED TO VOTE AT THE SPECIAL MEETINGS?
A:
Holders of shares of Bridge common stock at the close of business on October 12, 2020 are entitled to vote at the Bridge special meeting. As of the record date, 19,748,837 shares of Bridge common stock were outstanding and entitled to vote.
Holders of shares of Dime common stock at the close of business on October 12, 2020 are entitled to vote at the Dime special meeting. As of the record date, 33,049,882 shares of Dime common stock were outstanding and entitled to vote.
Holders of shares of Dime preferred stock do not have voting rights with respect to any of the proposals to be considered at the Dime special meeting.
Q:
IF I PLAN TO ATTEND MY SPECIAL MEETING VIRTUALLY, SHOULD I STILL RETURN MY PROXY?
A:
Yes. Whether or not you plan to attend your special meeting virtually, you should promptly submit your proxy so that your shares will be voted at your special meeting. The failure of a shareholder to vote virtually or by proxy will have the same effect as a vote “AGAINST” the merger agreement and the merger.
 
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Q:
WHAT DO I NEED TO DO NOW TO VOTE MY SHARES OF COMMON STOCK?
A:
For Bridge Shareholders:   If you are a “shareholder of record,” you can vote your shares as follows:

via internet at www.investorvote.com/BDGE;

via telephone by calling 1-800-652-8683;

by completing and returning the proxy card that is enclosed; or

by voting at the virtual special meeting — access www.meetingcenter.io/248386694 and follow the on-screen instructions;
If you plan to attend the Bridge special meeting virtually, you will be required to take certain actions ahead of the meeting so that you can participate. Please carefully read the sections in this document regarding attending and voting at the special meeting to ensure that you comply with these requirements.
Please refer to the specific instructions set forth on the proxy card. We encourage you to vote via the internet or by telephone.
For Dime Shareholders:   If you are a “shareholder of record,” you can vote your shares as follows:

via internet at www.proxyvote.com;

via telephone by calling 1-800-690-6903 for registered shareholders and 1-800-454-8683 for beneficial shareholders;

by completing and returning the proxy card that is enclosed; or

by voting at the virtual special meeting — access www.virtualshareholdermeeting.com/DCOM2020SM and follow the on-screen instructions;
If you plan to attend the Dime special meeting virtually, you will be required to take certain actions ahead of the meeting so that you can participate. Please carefully read the sections in this document regarding attending and voting at the special meeting to ensure that you comply with these requirements.
Please refer to the specific instructions set forth on the proxy card. We encourage you to vote via the internet or by telephone.
Q:
HOW CAN I CHANGE MY VOTE AFTER I HAVE SUBMITTED MY PROXY?
A:
Bridge shareholders: You may change your vote at any time before your proxy is voted at the Bridge special meeting by: (1) filing with the Corporate Secretary of Bridge a duly executed revocation of proxy; (2) submitting a new proxy card with a later date; (3) voting again via the internet or by telephone; or (4) voting at the virtual meeting. Bridge’s Corporate Secretary’s mailing address is 898 Veterans Memorial Highway, Suite 560, Hauppauge, New York 11788.
Dime shareholders: You may change your vote at any time before your proxy is voted at the Dime special meeting by: (1) filing with the Corporate Secretary of Dime a duly executed revocation of proxy; (2) submitting a new proxy card with a later date; (3) voting again via the internet or by telephone; or (4) voting at the virtual meeting. Dime’s Corporate Secretary’s mailing address is 300 Cadman Plaza West, 8th Floor, Brooklyn, New York 11201.
If you hold your shares of Bridge common stock or Dime common stock in “street name” through a bank or broker, you should contact your bank or broker to change your vote or revoke your proxy.
Q:
IF MY SHARES ARE HELD IN “STREET NAME” BY MY BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE AUTOMATICALLY VOTE MY SHARES FOR ME?
A:
No. Your broker, bank or other nominee will not be able to vote your shares of common stock on the proposal to approve the merger agreement and the merger or on the other proposals unless you provide instructions on how to vote. Please instruct your broker, bank or other nominee how to vote your shares, following the directions that your broker, bank or other nominee provides. If you do not provide
 
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instructions to your broker, bank or other nominee, your shares will not be voted, and this will have the effect of voting “AGAINST” the merger agreement and the merger. Please review the instructions from your broker, bank or other nominee to see if your broker, bank or other nominee offers telephone or internet voting.
Q:
WHAT ARE THE DEADLINES FOR VOTING?
A:
You may: (1) vote by mail at any time before the meeting as long as your proxy is received before the time of the meeting; (2) vote by internet by 11:59 p.m., Eastern Time, on December 2, 2020 for Dime shareholders and by 10:00 a.m., Eastern Time, on December 3, 2020 for Bridge shareholders; or (3) vote by telephone by 11:59 p.m., Eastern Time, on December 2, 2020 for Dime shareholders and 10:00 a.m., Eastern Time, on December 3, 2020 for Bridge shareholders.
If your shares are held in “street name,” you must vote your shares according to the voting instructions form by the deadline set by your broker, bank or other nominee.
Q:
AS A BRIDGE SHAREHOLDER, WHY AM I BEING ASKED TO CAST A VOTE TO APPROVE THE MERGER PROPOSAL?
A:
The merger agreement and New York law require the merger proposal to be approved by the shareholders of Bridge.
Q:
WHAT WILL HAPPEN IF BRIDGE SHAREHOLDERS DO NOT APPROVE THE MERGER PROPOSAL?
A:
The ability to complete the merger is conditioned on the approval of the merger proposal by Bridge’s shareholders. Therefore, the merger cannot be completed if the merger proposal is not approved by Bridge’s shareholders.
Q:
AS A BRIDGE SHAREHOLDER, WHY AM I BEING ASKED TO CAST A VOTE TO APPROVE AN AMENDMENT TO BRIDGE’S CERTIFICATE OF INCORPORATION?
A:
The merger agreement requires certain changes to Bridge’s certificate of incorporation, namely, to effect the name change of the resulting company to “Dime Community Bancshares, Inc.,” to increase the number of authorized shares of common stock and preferred stock of the resulting company, and to create a series of preferred stock of the resulting company designated as Series A Preferred Stock and set forth the rights, preferences, privileges and limitations pertaining to such series of preferred stock.
Q:
WHAT WILL HAPPEN IF BRIDGE SHAREHOLDERS DO NOT APPROVE THE AMENDMENTS TO BRIDGE’S CERTIFICATE OF INCORPORATION?
A:
The ability to complete the merger is conditioned on the approval of the Bridge Certificate of Incorporation amendment proposal by Bridge’s shareholders. Therefore, the merger cannot be completed if Bridge shareholders do not approve the Bridge Certificate of Incorporation amendment proposal. The amendments to the Bridge Certificate of Incorporation will become effective only if the merger agreement is approved by the shareholders and the merger is completed.
Q:
AS A BRIDGE SHAREHOLDER, WHY AM I BEING ASKED TO CAST A NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION THAT MAY BECOME PAYABLE TO BRIDGE’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER?
A:
The SEC’s rules require Bridge to seek a non-binding advisory vote with respect to certain “golden parachute” compensation that may become payable to Bridge’s named executive officers in connection with the merger.
Q:
WHAT WILL HAPPEN IF BRIDGE SHAREHOLDERS DO NOT APPROVE THE COMPENSATION THAT MAY BECOME PAYABLE TO BRIDGE’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER?
A:
The vote with respect to the “golden parachute” compensation is an advisory vote and will not be binding on Bridge or Dime. Approval of the compensation that may become payable to Bridge’s named
 
6

 
executive officers is not a condition to completion of the merger. Therefore, if the merger agreement and the merger are approved by Bridge’s shareholders and the merger is subsequently completed, the compensation will still be paid to Bridge’s named executive officers, whether or not Bridge shareholders approve the compensation proposal at the Bridge special meeting.
Q:
AS A DIME SHAREHOLDER, WHY AM I BEING ASKED TO CAST A VOTE TO APPROVE THE MERGER PROPOSAL?
A:
The merger agreement and Delaware law require the merger proposal to be approved by the shareholders of Dime.
Q:
WHAT WILL HAPPEN IF DIME SHAREHOLDERS DO NOT APPROVE THE MERGER PROPOSAL?
A:
The ability to complete the merger is conditioned on the approval of the merger proposal by Dime’s shareholders. Therefore, the merger cannot be completed if the merger proposal is not approved by Dime’s shareholders.
Q:
AS A DIME SHAREHOLDER, WHY AM I BEING ASKED TO CAST A NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION THAT MAY BECOME PAYABLE TO DIME’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER?
A:
The SEC’s rules require Dime to seek a non-binding advisory vote with respect to certain “golden parachute” compensation that may become payable to Dime’s named executive officers in connection with the merger.
Q:
WHAT WILL HAPPEN IF DIME SHAREHOLDERS DO NOT APPROVE THE COMPENSATION THAT MAY BECOME PAYABLE TO DIME’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER?
A:
The vote with respect to the “golden parachute” compensation is an advisory vote and will not be binding on Dime or Bridge. Approval of the compensation that may become payable to Dime’s named executive officers is not a condition to completion of the merger. Therefore, if the merger agreement and the merger are approved by Dime’s shareholders and the merger is subsequently completed, the compensation will still be paid to Dime’s named executive officers, whether or not Dime shareholders approve the compensation proposal at the Dime special meeting.
Q:
WHAT ARE THE UNITED STATES FEDERAL TAX CONSEQUENCES OF THE MERGER TO DIME SHAREHOLDERS?
A:
It is a condition to the completion of the merger that Bridge and Dime receive written opinions from their respective legal counsel to the effect that the merger will constitute a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to in this document as the “Internal Revenue Code.” Subject to the limitations and qualifications described in the section entitled “Description of the Merger — Material United States Federal Income Tax Consequences of the Merger,” if you are a United States Holder (defined in the section “Description of the Merger — Material United States Federal Income Tax Consequences of the Merger”), generally you will not recognize any gain or loss with respect to the exchange of shares of Dime common stock for shares of Bridge common stock in the merger. However, United States Holder generally will recognize gain or loss with respect to cash received instead of fractional shares of Bridge common stock that the United States Holders would otherwise be entitled to receive.
You should read “Description of the Merger — Material United States Federal Income Tax Consequences of the Merger” beginning on page 103 of this document for more information about the United States federal income tax consequences of the merger. The United States federal income tax consequences described above may not apply to all United States Holders. Tax matters can be complicated and the tax consequences of the merger to you will depend on your particular tax situation. You should consult your tax advisor to determine the tax consequences of the merger to you.
Q:
HOW DO I VOTE IF I OWN SHARES THROUGH THE DIME COMMUNITY BANK KSOP?
 
7

 
A:
Participants in the Dime Community Bank KSOP, which we refer to as the “KSOP”, will each receive a Voting Instruction Form that reflects all of the shares that the participant may direct the trustee to vote on his or her behalf under the KSOP. Under the terms of the KSOP, the KSOP trustee votes all shares held by the KSOP, but each KSOP participant may direct the trustee how to vote the shares of Dime common stock allocated to his or her account. The KSOP trustee will vote all unallocated shares of Dime common stock held by the KSOP and allocated shares for which no voting instructions are received in the same proportion as shares for which it has received timely voting instructions.
The deadline for returning your Voting Instruction Form to the KSOP trustee is November 25, 2020.
Q:
IF I AM A DIME SHAREHOLDER, SHOULD I SEND IN MY DIME STOCK CERTIFICATES NOW?
A:
No. Please do not send in your Dime stock certificates with your proxy. Promptly following the completion of the merger, an exchange agent will send you instructions for exchanging Dime stock certificates for the merger consideration. See the section entitled “Description of the Merger — Surrender of Stock Certificates.
Q:
WHAT SHOULD I DO WITH MY SHARES IF I HOLD MY SHARES OF DIME COMMON STOCK IN BOOK-ENTRY FORM?
A:
You are not required to take any additional actions if your shares of Dime common stock are held in book-entry form. Promptly following the completion of the merger, shares of Dime common stock held in book-entry form automatically will be exchanged for shares of Bridge common stock in book-entry form and cash to be paid in exchange for fractional shares, if any.
Q:
WHOM MAY I CONTACT IF I CANNOT LOCATE MY DIME STOCK CERTIFICATE(S)?
A:
If you are unable to locate your original Dime stock certificate(s), you should contact American Stock Transfer & Trust Co., Dime’s transfer agent, at (800) 937-5449.
Q:
WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?
A:
Bridge shareholders and Dime shareholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of Bridge and/or Dime common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of Bridge common stock or Dime common stock and your shares are registered in more than one name, you will receive more than one proxy card. In addition, if you are a holder of both Bridge common stock and Dime common stock, you will receive one or more separate proxy cards or voting instruction cards for each company. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this joint proxy statement/prospectus to ensure that you vote every share of Bridge common stock and/or Dime common stock that you own.
Q:
WHO CAN ANSWER MY OTHER QUESTIONS?
A:
If you have more questions about the merger, the virtual special meetings or how to submit your proxy, or if you need additional copies of this document or a proxy card, please contact the following:
Bridge
Dime
Shareholders should contact:
Shareholders should contact:
Equiniti Services Company
1-833-503-4127
Equiniti Services Company
1-833-503-4129
 
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SUMMARY
This summary highlights selected information in this document and may not contain all of the information important to you. To understand the merger more fully, you should read this entire document carefully, including the annexes and the documents attached to or incorporated by reference into this document.
The Companies
Bridge Bancorp, Inc.
2200 Montauk Highway
Bridgehampton, New York 11932
(631) 537-1000
Bridge Bancorp, Inc. is a bank holding company engaged in commercial banking and financial services through its wholly-owned subsidiary, BNB Bank. Established in 1910, BNB Bank operates 38 branch locations serving Long Island and the greater New York metropolitan area. Through its branch network and its electronic delivery channels, BNB Bank provides deposit and loan products and financial services to local businesses, consumers and municipalities. At June 30, 2020, Bridge had total assets of $6.2 billion, total loans of $4.6 billion, total deposits of $5.1 billion and total shareholder equity of $502.6 million.
Dime Community Bancshares, Inc.
300 Cadman Plaza West, 8th Floor
Brooklyn, New York 11201
(718) 782-6200
Dime Community Bancshares, Inc. is the holding company for Dime Community Bank, a New York State-chartered community commercial bank that was founded in 1864. Dime Community Bank is headquartered in Brooklyn, NY and operates 28 banking offices located throughout Brooklyn, Queens, the Bronx, Nassau and Suffolk Counties, New York. At June 30, 2020, Dime had total assets of $6.5 billion, total loans of $5.4 billion, total deposits of $4.4 billion and total shareholder equity of $681.5 million.
Special Meeting of Bridge Shareholders; Required Vote (page 51)
The Bridge virtual special meeting is scheduled to take place at 10:00 a.m., local time, on December 3, 2020. The Bridge special meeting will be held exclusively via a live webcast at
www.meetingcenter.io/248386694. To participate in the virtual meeting, a Bridge shareholder of record will need the fifteen-digit control number included on your proxy card or instructions that accompanied your proxy materials, if applicable, or to obtain a proxy form from your broker, bank or other nominee. The Bridge special meeting webcast will begin promptly at 10.00 a.m., local time. Bridge shareholders are encouraged to access the Bridge special meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.
At the Bridge special meeting, Bridge shareholders will be asked to vote on the merger proposal, the Bridge Certificate of Incorporation amendment proposal, and the Bridge merger-related compensation proposal. Bridge shareholders may also be asked to approve the Bridge adjournment proposal if there are not sufficient votes at the time of the Bridge special meeting to approve the merger proposal.
Only Bridge shareholders of record as of the close of business on October 12, 2020 are entitled to notice of, and to vote at, the Bridge special meeting and any adjournments or postponements of the meeting.
Approval of the merger proposal requires the affirmative vote of the holders of two-thirds of the issued and outstanding shares of Bridge common stock entitled to vote. Approval of the Bridge Certificate of Incorporation amendment proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Bridge common stock entitled to vote. Approval of the Bridge merger-related compensation proposal and the Bridge adjournment proposal will require the affirmative vote of the holders of a majority of the votes cast by the Bridge shareholders at the Bridge special meeting. As of October 12, 2020, the record date for the Bridge special meeting, there were 19,748,837 shares of Bridge common stock
 
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outstanding and entitled to vote. The directors and executive officers of Bridge, as a group, beneficially owned 2,698,076 shares of Bridge common stock, not including shares that may be acquired upon the exercise of stock options, representing approximately 13.66% of the outstanding shares of Bridge common stock as of the record date.
Each of the directors and certain executive officers of Bridge, solely in his or her capacity as a Bridge shareholder, has entered into a separate voting agreement with Dime, pursuant to which each such Bridge director or executive officer has agreed to vote in favor of the merger agreement and the merger.
Special Meeting of Dime Shareholders; Required Vote (page 57)
The Dime virtual special meeting is scheduled to take place at 10:00 a.m., local time, on December 3, 2020. The Dime special meeting will be held exclusively via a live webcast at www.virtualshareholdermeeting.com/DCOM2020SM. To participate in the virtual meeting, a Dime shareholder of record will need the sixteen-digit control number included on your proxy card or instructions that accompanied your proxy materials, if applicable, or to obtain a proxy form from your broker, bank or other nominee. The Dime special meeting webcast will begin promptly at 10.00 a.m., local time. Dime shareholders are encouraged to access the Dime special meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page. At the Dime special meeting, Dime shareholders will be asked to vote on the merger proposal, the Dime merger-related compensation proposal and may be asked to approve the Dime adjournment proposal if there are not sufficient votes at the Dime special meeting to approve the merger proposal.
Only Dime shareholders of record as of the close of business on October 12, 2020 are entitled to notice of, and to vote at, the Dime special meeting and any adjournments or postponements of the meeting. Holders of Dime preferred stock have no voting rights at the Dime special meeting.
Approval of the merger proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Dime common stock entitled to vote. Approval of the Dime merger-related compensation proposal and the Dime adjournment proposal will require the affirmative vote of a majority of the votes cast by the Dime shareholders at the Dime special meeting. As of October 12, 2020, the record date for the Dime special meeting, there were 33,049,882 shares of Dime common stock outstanding and entitled to vote. The directors and executive officers of Dime, as a group, beneficially owned 2,329,802 shares of Dime common stock, not including shares that may be acquired upon the exercise of stock options, representing approximately 7.05% of the outstanding shares of Dime common stock as of the record date.
Each of the directors and certain executive officers of Dime, solely in his or her capacity as a Dime shareholder, has entered into a separate voting agreement with Bridge, pursuant to which each such Dime director or executive officer has agreed to vote in favor of the merger agreement and the merger.
The Merger and the Merger Agreement (page 61)
The merger of Dime with and into Bridge is governed by the merger agreement. The merger agreement provides that if all of the conditions are satisfied or waived, Dime will be merged with and into Bridge, with Bridge as the resulting company. We encourage you to read the merger agreement in its entirety, which is included as Annex A to this document.
What Dime Shareholders Will Receive in the Merger (page 61)
If the merger is completed, Dime common shareholders will receive 0.648 shares (such number being referred to as the “exchange ratio”) of Bridge common stock for each share of Dime common stock held immediately prior to the merger. Bridge will not issue any fractional shares of Bridge common stock in the merger. Bridge will pay to each former Dime common shareholder who holds fractional shares an amount in cash determined by multiplying the average of the closing sale prices of Bridge common stock for the 10 consecutive trading days ending on the fifth business day preceding the closing date of the merger by the fraction of a share (rounded to the nearest cent) of Bridge common stock that such shareholder would otherwise be entitled to receive.
 
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Based on Bridge’s closing price of $22.84 on June 30, 2020, which was the last trading date preceding the public announcement of the proposed merger, each share of Dime common stock exchanged for 0.648 shares of Bridge common stock would have a value of $14.80, or approximately $489.0 million in aggregate merger consideration. Based on Bridge’s closing price of $19.62 on October 12, 2020, which is the most recent practicable trading day prior to the printing of this document, each share of Dime common stock exchanged for 0.648 shares of Bridge common stock would have a value of $12.71. The common stock of Bridge trades on The NASDAQ Global Select Market under the symbol “BDGE.” The common stock of Dime trades on The NASDAQ Global Select Market under the symbol “DCOM.” The market price of both Bridge common stock and Dime common stock will fluctuate before the completion of the merger; therefore, you are urged to obtain current market quotations for Bridge common stock and Dime common stock.
If the merger is completed, each share of Dime preferred stock issued and outstanding immediately prior to the completion of the merger will be converted into the right to receive one (1) share of an applicable newly issued series of Bridge preferred stock with equivalent rights and preferences. The newly issued shares of Bridge preferred stock are expected to trade on The NASDAQ Global Select Market under the symbol “DCOMP.”
Market Price and Share Information (page 150)
The following table shows the closing price per share of Bridge common stock, the closing price per share of Dime common stock and the equivalent price per share of Dime common stock, giving effect to the merger, on June 30, 2020, which is the last day on which shares of each of Bridge common stock and Dime common stock traded preceding the public announcement of the proposed merger, and on October 12, 2020, the most recent practicable date before the mailing of this document. The implied value of one share of Dime common stock is computed by multiplying the price of a share of Bridge common stock by the 0.648 exchange ratio. See “Description of the Merger — Consideration to be Received in the Merger.
Bridge
Common Stock
Dime
Common Stock
Implied Value of
One Share of
Dime
Common Stock
June 30, 2020
$ 22.84 $ 13.73 $ 14.80
October 12, 2020
$ 19.62 $ 12.64 $ 12.71
Treatment of Dime Equity Awards (page 101)
Dime equity awards will be affected as follows:
Stock Options:   At the effective time of the merger, each option to purchase shares of Dime common stock outstanding and unexercised immediately before the effective time of the merger will vest, and such options shall be converted such that the number of options shall be equal to the product of the number of shares of Dime common stock subject to the stock option multiplied by 0.648, and the exercise price will be divided by 0.648 and be governed by the same terms and conditions as were applicable immediately prior to the effective time of the merger.
Restricted Stock Awards:   At the effective time of the merger, each share of Dime restricted stock and Dime performance shares outstanding immediately prior to the effective time shall fully vest, with any performance-based vesting condition to be determined based upon the greater of: (i) the actual performance of the performance goals as of a date reasonably proximate to the effective time of the merger based upon pro-rated performance metrics through such date; or (ii) achievement at “target level” (as defined in the Dime stock benefit plans), and by virtue of the merger, be cancelled and converted automatically into the right to receive the merger consideration.
Recommendation of Bridge’s Board of Directors (page 85)
The Bridge board of directors has unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of Bridge and its shareholders,
 
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and (ii) approved the merger agreement and the consummation of the transactions contemplated thereby, including the merger, the issuance of shares of Bridge common stock and Bridge preferred stock in connection with the transactions contemplated by the merger agreement, and the amendment to the Bridge Certificate of Incorporation. The Bridge board of directors unanimously recommends that Bridge shareholders vote “FOR” the Bridge merger proposal, “FOR” the Bridge Certificate of Incorporation amendment proposal, “FOR” the Bridge merger-related compensation proposal and “FOR” the other matters to be considered at the Bridge special meeting. In reaching this decision, Bridge’s board of directors considered a variety of factors, which are described in the section captioned “Description of the Merger — Bridge’s Reasons for the Merger” and “— Recommendation of Bridge’s Board of Directors.” Completion of the merger is conditioned upon approval by Bridge’s shareholders of the merger proposal. Completion of the merger is not conditioned upon approval of the Bridge merger-related compensation proposal or the Bridge adjournment proposal.
Recommendation of Dime’s Board of Directors (page 73)
The Dime board of directors has unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interest of Dime and its shareholders, and (ii) approved the execution of the merger agreement and the consummation of the transactions contemplated thereby, including the merger. The Dime board of directors unanimously recommends that the Dime shareholders vote “FOR” the Dime merger proposal, “FOR” the Dime merger-related compensation proposal and “FOR” the other matters to be considered at the Dime special meeting. In reaching this decision, Dime’s board of directors considered a variety of factors, which are described in the section captioned “Description of the Merger — Dime’s Reasons for the Merger and Recommendation of the Dime Board of Directors.” Completion of the merger is conditioned upon approval by Dime’s shareholders of the merger proposal and the Bridge Certificate of Incorporation amendment proposal. Completion of the merger is not conditioned upon approval of the Dime merger-related compensation proposal or the Dime adjournment proposal.
Opinion of Dime’s Financial Advisor (page 78)
At the July 1, 2020 meeting of the Dime board of directors, representatives of Raymond James & Associates, Inc. (which we refer to as “Raymond James”) rendered Raymond James’ opinion dated July 1, 2020 to the Dime board of directors (in its capacity as such), as to the fairness, as of such date, from a financial point of view, to the holders of Dime’s outstanding common stock (other than shares of Dime common stock issued and outstanding immediately prior to the effective time of the merger that are held by Dime as treasury stock or held by Dime, any subsidiary of Dime, Bridge or any subsidiary of Bridge, in each case other than in a fiduciary or agency capacity on behalf of another person, which we refer to as the “Exception Shares”) of the exchange ratio in the merger pursuant to the merger agreement, based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Raymond James in connection with the preparation of its opinion.
The full text of the written opinion of Raymond James, dated July 1, 2020, which sets forth, among other things, the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Raymond James, is attached as Annex B to this joint proxy statement/prospectus and is incorporated herein by reference. Raymond James provided its opinion for the information and assistance of the Dime board of directors (in its capacity as such) in connection with, and for purposes of, its consideration of the financial terms of the merger and its opinion only addresses whether the exchange ratio in the merger pursuant to the merger agreement was fair, from a financial point of view, to the holders of Dime’s outstanding common stock (other than the Exception Shares). The opinion of Raymond James did not address any other term or aspect of the merger agreement or the merger contemplated thereby, the underlying business decisions of Dime to engage in the merger, the form or structure of the merger, the relative merits of the merger as compared to any other alternative business strategies that might exist for Dime, or the effect of any other transaction in which Dime might engage. The description of the opinion is qualified in its entirety by reference to the full text of the opinion. Dime shareholders are urged to read the entire opinion carefully in connection with their consideration of the merger. Neither the Raymond James opinion nor the summary of its opinion and the related analyses set forth in this joint proxy statement/prospectus is intended to be or constitute advice or a recommendation to
 
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the Dime board of directors or any holder of Dime common stock as to how the Dime board of directors, such stockholder or any other person should vote or otherwise act with respect to the merger or any other matter.
For a description of the opinion that the Dime board of directors received from Raymond James, please refer to the section entitled “Description of the Merger — Raymond James’ Opinion to Dime’s Board of Directors.”
Opinion of Bridge’s Financial Advisor (page 89)
On July 1, 2020, the Bridge board of directors received an opinion from Piper Sandler & Co. (which we refer to as “PSC”) to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by PSC as set forth in its opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to Bridge. Subsequent changes in the operations and prospects of Bridge or Dime, general market and economic conditions and other factors that may be beyond the control of Bridge or Dime may significantly alter the value of Bridge or Dime or the prices of Bridge common stock or Dime common stock by the time the merger is completed. Because Bridge does not anticipate asking PSC to update its opinion, the opinion will not address the fairness of the exchange ratio from a financial point of view at the time the merger is completed or as of any other date other than the date of such opinion.
The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Annex C to this document and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by PSC in preparing the opinion.
PSC’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the Bridge board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion addressed only the fairness, from a financial point of view, as of the date of the opinion, of the exchange ratio in the merger to Bridge. It did not address, among other things and as set forth in PSC’s opinion, the underlying business decision of the Bridge board of directors to engage in the merger or enter into the merger agreement or constitute a recommendation to the Bridge board of directors in connection with the merger, and it does not constitute a recommendation to any holder of Bridge common stock as to how to vote in connection with the merger or any other matter.
For a description of the opinion that the Bridge board of directors received from PSC, please refer to the section entitled “Description of the Merger — Opinion of Bridge’s Financial Advisor.”
Corporate Governance and Operations of the Resulting Company and the Resulting Bank After the Merger (page 119)
The merger agreement provides that the bylaws of both the resulting company and resulting bank will be amended to establish certain corporate governance procedures, including those set forth below. The forms of amended bylaws are included as Exhibits D and E to the merger agreement (which are included in this document as Annex A).
Board of Directors.   The board of directors of the resulting company will be comprised of 12 directors, with six directors designated by each of Bridge and Dime. For a period of 36 months following the effective time of the merger, there will be six “Legacy Bridge Directors,” which are the directors initially designated by Bridge (two of whom will be Marcia Z. Hefter and Kevin M. O’Connor) and their successors as designated by the Legacy Bridge Directors; and six “Legacy Dime Directors,” which are the directors initially designated by Dime (one of whom will be Kenneth J. Mahon) and their successors as designated by the Legacy Dime Directors. Mr. Mahon, current Chief Executive Officer of Dime and Dime Community Bank, will serve as a director and Executive Chairman of the boards of directors of the resulting company and resulting bank. Ms. Hefter, current Chair of Bridge and BNB Bank, will serve as Lead Director of the resulting company and resulting bank.
Annual Election of Directors.   The proposed amendments to the resulting company’s bylaws provide for the annual election of directors. Currently, each of Dime and Bridge’s board of directors is staggered,
 
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meaning that approximately one-third of the board is elected by the shareholders each year, and directors are elected to serve three year terms. At the first annual meeting of shareholders of the resulting company following completion of the merger, all directors will be proposed for election by the shareholders, each to serve a one year term until the next annual meeting of shareholders.
Executive Management.   The senior executive officers of the resulting company and the resulting bank will consist of (i) current Bridge and BNB Bank President and Chief Executive Officer Mr. O’Connor, who will serve as Chief Executive Officer (and also serve as a director) of the resulting company and resulting bank; (ii) current Dime and Dime Community Bank President Stuart H. Lubow, who will serve as President and Chief Operating Officer of the resulting company and resulting bank; (iii) John M. McCaffery, current Executive Vice President and Chief Financial Officer of Bridge and BNB Bank, who will serve as Senior Executive Vice President and Chief Risk Officer of the resulting company and resulting bank; and (iv) Avinash Reddy, current Senior Executive Vice President and Chief Financial Officer of Dime and Dime Community Bank, who will serve in the same positions with the resulting company and resulting bank. For a period of 36 months following the effective time of the merger, the affirmative vote of 75% of the board of directors of the resulting company and resulting bank, as applicable, will be needed to remove any of those individuals from serving in the aforementioned capacities, terminate them without cause, modify their duties or amend their employment or other agreements with the resulting company or resulting bank.
Corporate Name and Headquarters.   The name of the resulting company will be “Dime Community Bancshares, Inc.” and the name of the resulting bank will be “Dime Community Bank.” The resulting company’s corporate headquarters will be in Hauppauge, New York and a corporate office will be maintained in New York, New York. The resulting company’s common and preferred stock are expected to trade on The NASDAQ Global Select Market under the symbol “DCOM,” and The NASDAQ Global Select Market under the symbol “DCOMP,” respectively. The resulting bank’s main office will be 2200 Montauk Highway, Bridgehampton, New York 11932.
For a more complete description of certain governance provisions, see “Description of the Merger — Corporate Governance and Operations of the Resulting Company and the Resulting Bank After the Merger” beginning on page 119.
Interests of Bridge’s Directors and Executive Officers in the Merger (page 107)
In considering the Bridge board of directors’ recommendation to vote to approve the merger proposal, holders of Bridge common stock should be aware that Bridge’s directors and executive officers may have interests in the merger that are different from, or in addition to, those of holders of Bridge common stock generally and that may create potential conflicts of interest. These interests, described in further detail under “Description of the Merger- Interests of Bridge’s Directors and Executive Officers in the Merger,” include:

Bridge has entered into retention and award agreements with Messrs. O’Connor, McCaffery, Kevin L. Santacroce and James J. Manseau that will be effective at the closing of the merger and which will provide certain compensation in connection with such executives’ employment following closing of the merger, including a transaction bonus, retention payment and one-time equity grant;

Bridge and BNB Bank have entered into employment agreements with Messrs. O’Connor and McCaffery that will be effective at the closing of the merger and which will supersede their current employment agreements;

Bridge and BNB Bank have entered into an amendment to Mr. Santacroce’s employment agreement that will be effective at the closing of the merger and that provides him with a right for a limited period of time sixteen months following completion of the merger to voluntarily terminate employment and receive severance;

Bridge has entered into defense of tax position agreements with Messrs. O’Connor and McCaffery, effective upon the closing date of the merger, whereby Bridge has agreed to pay the costs of defending the executive’s tax position related to any claim by the United States Internal Revenue Service (together with any state or local taxing authority) with respect to any excise tax due under Section 4999 of the Internal Revenue Code; provided, however, such agreements shall only provide defense
 
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expense reimbursement but will not entitle the executive to reimbursement for any taxes, excise taxes or penalties due under such Section 4999;

Messrs. Nolan, Manseau, Santacroce and other executive officers of Bridge and BNB Bank are parties to employment agreements or change in control agreements that provide for cash severance payments if the executive’s employment is voluntarily terminated for good reason or involuntarily terminated without cause following the merger;

each outstanding and unexercised option to purchase Bridge common stock under Bridge’s equity compensation plans (which we refer to as a “Bridge stock option”) will become fully vested and remain subject to the same terms and conditions that applied to the corresponding Bridge stock option immediately prior to the effective time;

each outstanding and unvested Bridge restricted stock award and restricted stock unit under Bridge’s equity compensation plans that are subject to time-based vesting will become fully vested;

each outstanding Bridge performance share unit (which we refer to as a “Bridge PSA”), with a performance-based vesting condition, will vest based upon the greater of: (i) the actual performance of the performance goals as of a date reasonably proximate to the closing date of the merger based upon pro-rated performance metrics through such date; or (ii) achievement at “target level” (as defined in the applicable Bridge equity compensation plans);

at closing of the merger, certain of Bridge’s directors and executive officers will continue to serve as directors or executive officers of the resulting company; and

account balances under the BNB Bank Supplemental Executive Retirement Plan, which balances are fully vested without regard to the merger and in which Messrs. O’Connor and Nolan participate, and the account balances of non-employee directors under the Amended and Restated Directors Deferred Compensation Plan, which are also fully vested without regard to the merger, provide for a lump sum distribution within thirty days following a change in control.
Interests of Dime’s Directors and Executive Officers in the Merger (page 111)
In considering the Dime board of directors’ recommendation to vote to approve the merger proposal, holders of Dime common stock should be aware that Dime’s directors and executive officers may have interests in the merger that are different from, or in addition to, those of holders of Dime common stock generally and that may create potential conflicts of interest. These interests, described in further detail under “Description of the Merger- Interests of Dime’s Directors and Executive Officers in the Merger,” include:

Mr. Mahon, Chief Executive Officer of Dime and Dime Community Bank, will receive change in control severance payments and benefits pursuant to the existing employment agreements between Mr. Mahon, Dime and Dime Community Bank. In addition, Mr. Mahon has entered into an executive chairman and separation agreement, which provides that Mr. Mahon is to serve as Executive Chairman of the Board of Directors of the resulting company, effective upon the closing date of the merger. In addition, and in accordance with the terms of the merger agreement, he will receive a transaction bonus following completion of the merger;

Bridge has entered into retention and award agreements with Messrs. Lubow, Conrad J.Gunther and Reddy that will be effective at the closing of the merger and which provide certain compensation in connection with such executives’ employment following closing of the merger, including a transaction bonus, retention payment and one-time equity grant;

Bridge and BNB Bank have entered into employment agreements with Messrs. Lubow, Gunther and Reddy that will be effective at the closing of the merger and which will supersede their current change in control employment agreements;

Dime Community Bank has entered into an Agreement and General Release with Robert S. Volino on July 2, 2020 providing that Mr. Volino’s employment with Dime Community Bank terminated on June 30, 2020 and that he would receive a termination payment in exchange for waiving his rights under this change in control agreement and executing a general release in favor of Dime and Dime Community Bank;
 
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Bridge has entered into a defense of tax position agreement with each of Mr. Mahon, Mr. Lubow, Mr. Gunther and Mr. Reddy, effective upon the closing date of the merger, whereby Bridge has agreed to pay the costs of defending the executive’s tax position related to any claim by the United States Internal Revenue Service (together with any state or local taxing authority) with respect to any excise tax due under Section 4999 of the Internal Revenue Code; provided, however, such agreement shall only provide defense expense reimbursement but will not entitle the executive to reimbursement for any taxes, excise taxes or penalties due under such Section 4999;

James L. Rizzo and other executive officers of Dime and Dime Community Bank are parties to change in control agreements that provide for cash severance payments if the executive’s employment is voluntarily terminated for good reason or involuntarily terminated without cause following the merger;

each outstanding and unexercised option to purchase Dime common stock under Dime’s equity compensation plans (which we refer to as a “Dime stock option”) will become fully vested and converted into a Bridge stock option based on the exchange ratio and subject to the same terms and conditions that applied to the corresponding Dime stock option immediately prior to the effective time of the merger;

each outstanding and unvested Dime restricted stock awards under Dime’s equity compensation plans that are subject to time-based vesting will become fully vested;

each outstanding Dime performance share award (which we refer to as a “Dime PSA”), with a performance-based vesting condition, will vest based upon the greater of: (i) the actual performance of the performance goals as of a date reasonably proximate to the closing date of the merger based upon pro-rated performance metrics through such date; or (ii) achievement at “target level” (as defined in the applicable Dime equity compensation plans);

at closing of the merger, certain of Dime’s directors and executive officers will continue to serve as directors or executive officers, as applicable, of the resulting company;

account balances under the Benefit Maintenance Plan of Dime Community Bancshares, Inc., which balances are fully vested without regard to the merger, and the account balances of non-employee directors under the Retirement Plan for directors of Dime Community Bancshares, Inc., which account balances are also fully vested without regard to the merger, provide for a lump sum distribution upon the occurrence of a change in control; and

Dime’s directors and executive officers are entitled to continued indemnification and insurance coverage under the merger agreement.
Regulatory Matters Relating to the Merger (page 106)
Under the terms of the merger agreement, the merger cannot be completed unless it is first approved by, or a waiver of such applications is obtained from, the New York State Department of Financial Services (which we refer to as the “NYSDFS”), and the Board of Governors of the Federal Reserve System (which we refer to as the “Federal Reserve”). Bridge has filed the required applications relating to the bank merger and intends to request a waiver from filing an application relating to the merger with the Federal Reserve. While Bridge does not know of any reason why it would not obtain the approvals in a timely manner, Bridge cannot be certain when or if it will receive the regulatory approvals or requested waiver.
Conditions to Completing the Merger (page 121)
The completion of the merger is subject to the fulfillment of a number of customary closing conditions, including:

approval of the merger proposal by both Dime and Bridge shareholders;

approval of the Bridge Certificate of Incorporation amendment proposal by Bridge shareholders;

receipt of all required regulatory approvals, consents or waivers and the expiration of all statutory waiting periods;
 
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the absence of any order, decree, injunction, statute, rule or regulation that prevents the consummation of the merger or the bank merger or that makes completion of the merger or the bank merger illegal;

receipt of consent of all third parties whose consent is required to consummate the merger, except where failure to obtain such consent would not have a material adverse effect;

effectiveness of the registration statement of which this document is a part;

authorization for listing on The NASDAQ Global Select Market of the shares of Bridge common stock and Bridge preferred stock to be issued in the merger;

receipt by each of Bridge and Dime of an opinion from their respective legal counsel to the effect that the merger will be treated for federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code;

subject to the materiality standards provided in the merger agreement, the continued accuracy of the representations and warranties of Bridge and Dime in the merger agreement;

performance in all material respects by each of Bridge and Dime of its respective obligations under the merger agreement, unless waived by the other party;

the absence of any material adverse effect with respect to Bridge or Dime since the date of the merger agreement; and

none of the regulatory approvals containing any burdensome conditions.
Terminating the Merger Agreement (page 129)
The merger agreement may be terminated by mutual written consent of Bridge and Dime at any time prior to the completion of the merger. Additionally, subject to conditions and circumstances described in the merger agreement, either Bridge or Dime may terminate the merger agreement if, among other things, any of the following occur:

by the board of directors of either Bridge or Dime (provided, that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement) if there is a material breach of any of the representations or warranties in the merger agreement, which breach cannot be cured prior to the termination date of the merger agreement (June 30, 2021), or is not cured within 45 days after written notice of such breach by the terminating party to the other party;

by the board of directors of either Bridge or Dime (provided, that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there is a material failure to perform or comply with any of the covenants or agreements set forth in the merger agreement, which failure (i) by its nature cannot be cured prior to the termination date of the merger agreement, June 30, 2021, or (ii) is not cured within 45 days after written notice of such failure by the terminating party to the other party;

at the election of the board of directors of either Bridge or Dime, if the closing does not occur by the termination date of the merger agreement, June 30, 2021, or such later date as is agreed to in writing by Bridge and Dime; provided, that no party may terminate the merger agreement pursuant to this provision if the failure of the closing to have occurred on or before said date was due to that party’s material breach of any representation, warranty, covenant or other agreement contained in the merger agreement;

by either party if the other party (i) fails to recommend the merger to its shareholders or (ii) breaches its obligations with respect to refraining from or taking certain actions in connection with an “acquisition proposal” (as defined in the merger agreement) or obtaining shareholder approval; and

by the board of directors of either Bridge or Dime, if (i) a bank regulator whose approval is required in connection with the merger agreement and the transactions contemplated by the merger agreement, has taken final and unappealable action that does not approve the merger agreement or the transactions contemplated thereby, (ii) any required regulatory approval includes a burdensome
 
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condition (as defined in the merger agreement), or (iii) any court of competent jurisdiction or other governmental entity has issued a final and unappealable order, decree, ruling, or taken any other action restraining, enjoining or otherwise prohibiting the merger.
Termination Fee (page 129)
Under certain circumstances described in the merger agreement in connection with the termination of the merger agreement, including circumstances involving alternative acquisition proposals received by either party, the terminating party will be paid an $18.0 million termination fee. See “Description of the Merger — Termination Fee” on page 129 for a description of the circumstances under which the termination fee is payable. The termination fee could discourage other companies from seeking to acquire either Dime or Bridge.
Accounting Treatment of the Merger (page 102)
The merger will be accounted for as a reverse acquisition using the acquisition method of accounting, with Bridge treated as the legal acquirer and Dime treated as the accounting acquirer for financial reporting purposes.
Comparison of Rights of Shareholders (page 144)
When the merger is completed, holders of Dime common stock will receive shares of Bridge common stock and holders of Dime preferred stock will receive shares of Bridge preferred stock, with their rights governed by New York law and by Bridge’s Certificate of Incorporation and bylaws, each as revised pursuant to the terms of the merger agreement and described herein. The rights of Dime shareholders will change as a result of the merger due to differences in Bridge’s and Dime’s governing documents. See “Comparison of Rights of Shareholders” for a summary of the material differences between the respective rights of Dime shareholders and Bridge shareholders.
Dime Shareholders are NOT entitled to Dissenters’ Rights (page 31)
Appraisal or dissenters’ rights are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in that extraordinary transaction. Under the Delaware General Corporation Law, and pursuant to Dime’s Certificate of Incorporation, holders of Dime common stock are not entitled to appraisal rights in the merger with respect to their shares of Dime common stock because Dime common stock is listed on a national securities exchange and Dime’s Certificate of Incorporation does not provide for appraisal rights unless specifically granted by Dime’s board of directors.
Bridge Shareholders are NOT entitled to Dissenters’ Rights (page 31)
Appraisal or dissenters’ rights are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in that extraordinary transaction. Under the New York Business Corporation Law, and pursuant to Bridge’s Certificate of Incorporation, holders of Bridge common stock are not entitled to appraisal rights in the merger with respect to their shares of Bridge common stock because Bridge common stock is listed on a national securities exchange and Bridge’s Certificate of Incorporation does not provide for appraisal rights unless specifically granted by Bridge’s board of directors.
Material United States Federal Income Tax Consequences of the Merger (page 103)
The merger is intended to qualify for United States federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code. Accordingly, United States Holders (defined in the section “Description of the Merger — Material United States Federal Income Tax Consequences of the Merger”) generally will not recognize any gain or loss on the exchange of shares of Dime common stock for shares of Bridge common stock. However, a United States Holder generally will be subject to United
 
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States federal income tax on cash received in lieu of any fractional share of Bridge common stock that a holder would otherwise be entitled to receive.
This tax treatment may not apply to all United States Holders. Determining the actual tax consequences of the merger to United States Holders can be complicated and will depend on your particular circumstances. United States Holders should consult their own tax advisor for a full understanding of the merger’s tax consequences that are particular to each shareholder.
To review the tax consequences of the merger to United States Holders in greater detail, please see the section “Description of the Merger — Material United States Federal Income Tax Consequences of the Merger.
Litigation Related to the Merger (page 26)
On September 16, 2020, a purported Dime shareholder filed a lawsuit against Dime and the members of the Dime Board of Directors in the United States District Court for the Eastern District of New York, captioned Shiva Stein v. Dime Community Bancshares, Inc., et al. The plaintiff generally alleges that the registration statement filed with the SEC on September 14, 2020 contains materially misleading omissions or misrepresentations in violation of Section 14(a) and Section 20(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder. The plaintiff seeks injunctive relief, unspecified damages, and an award of attorneys’ fees and expenses.
On September 21, 2020, a purported Dime shareholder filed a lawsuit against Dime and the members of the Dime Board of Directors in the United States District Court for the Eastern District of New York, captioned Jonah Hertz Family 2012 Trust v. Vincent F. Palagiano, et al. The plaintiff generally alleges that the registration statement filed with the SEC on September 14, 2020 contains materially misleading omissions or misrepresentations in violation of Section 14(a) and Section 20(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder. The plaintiff seeks injunctive relief, unspecified damages, and an award of attorneys’ fees and expenses.
On September 23, 2020, a purported Dime shareholder filed a lawsuit against Dime and the members of the Dime Board of Directors in the United States District Court for the District of Delaware, captioned Paul Parshall, Individually and On Behalf of All Others Similarly Situated v. Dime Community Bancshares, Inc., et al. The plaintiff, on behalf of himself and other Dime shareholders, generally alleges that the registration statement filed with the SEC on September 14, 2020 contains materially misleading omissions or misrepresentations in violation of Section 14(a) and Section 20(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder. The plaintiff seeks injunctive relief, unspecified damages, and an award of attorneys’ fees and expenses.
On September 23, 2020, a purported Bridge shareholder filed a lawsuit against Bridge and the members of the Bridge Board of Directors in the United States District Court for the Southern District of New York, captioned Anthony Rotondo v. Bridge Bancorp, Inc., et al. The plaintiff generally alleges that the registration statement filed with the SEC on September 14, 2020 contains materially misleading omissions or misrepresentations in violation of Section 14(a) and Section 20(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder. The plaintiff seeks injunctive relief, unspecified damages, and an award of attorneys’ fees and expenses.
On September 24, 2020, a purported Dime shareholder filed a lawsuit against Dime and the members of the Dime Board of Directors in the United States District Court for the Eastern District of New York, captioned Robert Lowinger v. Dime Community Bancshares, Inc., et al. The plaintiff generally alleges that the registration statement filed with the SEC on September 14, 2020 contains materially misleading omissions or misrepresentations in violation of Section 14(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder. The plaintiff seeks injunctive relief, unspecified damages, and an award of attorneys’ fees and expenses.
On October 13, 2020, a purported Dime shareholder filed a lawsuit against Dime and the members of the Dime Board of Directors in the United States District Court for the Eastern District of New York, captioned Ryan Williams v. Dime Community Bancshares, Inc., et al. The plaintiff generally alleges that the registration statement filed with the SEC on September 14, 2020 contains materially misleading omissions or
 
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misrepresentations in violation of Section 14(a) and Section 20(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder. The plaintiff seeks injunctive relief, unspecified damages, and an award of attorneys’ fees and expenses.
Dime and Bridge are reviewing the complaints and have not yet formally responded. Such litigations are common in connection with mergers involving public companies, regardless of any merits related to the underlying transaction. Although the ultimate outcome of these actions cannot be predicted with certainty, Dime and Bridge believe that the claims asserted against them in these lawsuits are without merit and intend to defend against these actions vigorously. Please see the section “Risk Factors — Litigation relating to the merger could result in significant costs, management distraction, and/or a delay of, or injunction against, the merger.”
Risk Factors (page 21)
You should consider all the information contained in or incorporated by reference into this document in deciding how to vote for the proposals presented in the document. In particular, you should consider the factors described under “Risk Factors.”
 
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RISK FACTORS
In deciding how to vote, you should consider carefully all of the information included in this document and its Annexes and all of the information incorporated by reference and the risk factors identified by Bridge and Dime with respect to their operations included in their filings with the SEC, including Bridge’s Annual Report on Form 10-K for the year ended December 31, 2019, and Dime’s Annual Report on Form 10-K for the year ended December 31, 2019, and other documents incorporated by reference into this document, and see “Where You Can Find More Information.” In addition, you should consider the following risk factors.
Risks Related to the Merger and Bridge’s Business Upon Completion of the Merger
The economic impact of the COVID-19 outbreak has led to periods of significant volatility in financial, commodities and other markets and has adversely affected, and is likely to continue to adversely affect, the business and results of operations for each of Bridge and Dime and the resulting company following the completion of the merger.
In December 2019, a coronavirus was reported in China, and, in March 2020, the World Health Organization declared COVID-19 a pandemic. On March 12, 2020, the President of the United States declared the COVID-19 outbreak in the United States a national emergency. The COVID-19 pandemic has caused significant economic dislocation in the United States as many state and local governments have ordered non-essential businesses to close and residents to shelter in place at home. This has resulted in an unprecedented slow-down in economic activity and a related increase in unemployment. Since the COVID-19 outbreak, more than 36 million people have filed claims for unemployment, and stock markets have experienced extreme volatility, and in particular bank stocks have significantly declined in value. In response to the COVID-19 outbreak, the Federal Reserve has reduced the benchmark fed funds rate to a target range of 0% to 0.25%, and the yields on 10 and 30-year treasury notes have declined to historic lows. Various state governments and federal agencies are requiring lenders to provide forbearance and other relief to borrowers (e.g., waiving late payment and other fees). The federal banking agencies have encouraged financial institutions to prudently work with affected borrowers and recently passed legislation has provided relief from reporting loan classifications due to modifications related to the COVID-19 outbreak. Certain industries have been particularly hard-hit, including the travel and hospitality industry, the restaurant industry, the real estate industry, and the retail industry. Finally, the spread of COVID-19 has caused Bridge and Dime to modify their business practices, including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences. Both Bridge and Dime have many employees working remotely and each may take further actions as may be required by government authorities or that each determines is in the best interests of its employees, customers and business partners going forward.
Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the full impact of the COVID-19 outbreak on Bridge’s and Dime’s businesses. The extent of such impact will depend on future developments, which are highly uncertain, including when COVID-19 can be controlled and abated and when and how the economy may be fully reopened. As a result of the COVID-19 pandemic and related adverse local and national economic consequences, Bridge, Dime and the resulting company could be subject to any of the following risks, any of which could have a material, adverse effect on its respective and the resulting company’s business, financial condition, liquidity, and results of operations:

demand for products and services may decline, making it difficult to grow assets and income;

if the economy is unable to substantially and fully reopen, or if it fully reopens and subsequently closes, and high levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income;

collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase;

each party’s allowance for credit losses may have to be increased if borrowers experience financial difficulties beyond forbearance periods, which will adversely affect their net income;

the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to either Bridge or Dime;
 
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as the result of the decline in the Federal Reserve’s target federal funds rate to near 0%, the yield on Bridge’s or Dime’s assets may decline to a greater extent than the decline in their cost of interest-bearing liabilities, reducing their net interest margin and spread and reducing net income;

a material decrease in net income or a net loss over several quarters could result in a decrease in the rate of Bridge’s or Dime’s quarterly cash dividend;

Bridge’s or Dime’s investment portfolio may suffer a substantial decrease in value;

Bridge’s or Dime’s cyber security risks are increased as the result of an increase in the number of employees working remotely; and

Bridge and Dime rely on third party vendors for certain services and the unavailability of a critical service due to COVID-19 could have an adverse effect on Bridge or Dime.
These factors, among others, together or in combination with other events or occurrences not yet known or anticipated, could also adversely affect the operations of the resulting company. If either Bridge or Dime is unable to recover from such a business disruption on a timely basis, the merger and the resulting company’s business and financial conditions and results of operations following the completion of the merger would be adversely affected. The merger and efforts to integrate the businesses of Bridge and Dime may also be delayed and adversely affected by the COVID-19 pandemic and become more costly. Each of Bridge, Dime and the resulting company may also incur additional costs to remedy damages caused by such disruptions, which could adversely affect its financial condition and results of operations.
Because the exchange ratio is fixed and the market price of Bridge common stock will fluctuate, Dime shareholders cannot be certain of the market value of the merger consideration they will receive.
Upon the completion of the merger, each share of Dime common stock outstanding immediately prior to the completion of the merger will be converted into the right to receive 0.648 shares of Bridge common stock. This exchange ratio is fixed in the merger agreement. The market value of the merger consideration may vary from the closing price of Bridge common stock on the date we announced the execution of the merger agreement, on the date that this joint proxy statement/prospectus is mailed to Dime shareholders and Bridge shareholders, on the date of the Dime special meeting and the Bridge special meeting and on the date we complete the merger. Any change in the market price of Bridge common stock prior to the completion of the merger will affect the market value of the merger consideration that Dime shareholders will receive upon completion of the merger, and there will be no adjustment to the merger consideration for changes in the market price of either shares of Bridge common stock or Dime common stock.
The market price of Bridge common stock may fluctuate as a result of a variety of factors, including general market and economic conditions, changes in Bridge’s business or in the financial services sector generally, changes in estimates or recommendations by securities analysts or rating agencies, operations and prospects, and regulatory considerations. Many of these factors are outside the control of Dime and Bridge. Accordingly, at the time of the Dime special meeting, Dime shareholders will not know or be able to calculate the market value of the Bridge common stock they will receive upon completion of the merger. For example, based on the range of closing prices of Bridge common stock during the period from June 30, 2020, the last trading day before public announcement of the merger, through October 12, 2020, the last practicable date before the date of this document, the merger consideration represented a market value ranging from a low of $10.71 to a high of $14.80 for each share of Dime common stock. You should obtain current market quotations for shares of Bridge common stock and Dime common stock. See “Market Price and Dividend Information” for ranges of historic market prices of Bridge common stock and Dime common stock. Following the merger, Bridge common stock will trade on The NASDAQ Global Select Market under the symbol “DCOM.”
The market price of Bridge common stock might decrease after the merger and may be affected by factors different from those currently affecting the prices of Bridge common stock and Dime common stock.
Upon completion of the merger, holders of Dime common stock will become shareholders of Bridge. Bridge common stock could decline in value after the merger. For example, during the twelve-month period ending on October 12, 2020 (the most recent practicable date before the printing of this document), the
 
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closing price of Bridge common stock varied from a low of $16.53 to a high of $34.08 and ended that period at $19.62. The market value of Bridge common stock fluctuates based upon general market conditions, Bridge’s business, operations and prospects and other factors. Further, the market price of Bridge common stock after the merger may be affected by factors different from those currently affecting the common stock of Bridge or Dime. The businesses of Dime and Bridge differ and, accordingly, the results of operations of the resulting company and the market price of the resulting company’s shares of common stock may be affected by factors different from those currently affecting the independent results of operations and market prices of common stock of each of Dime and Bridge. For a discussion of the businesses of Dime and Bridge and of certain factors to consider in connection with those businesses, see the documents incorporated by reference in this document and referred to under “Where You Can Find More Information.”
Bridge and Dime are expected to incur substantial costs related to the merger transaction and integration.
Bridge and Dime have incurred and expect to incur a number of non-recurring costs associated with the merger. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees, printing costs, as well as other related costs. Some of these costs are payable by either Bridge or Dime regardless of whether or not the merger is completed.
The resulting company is expected to incur substantial costs in connection with the related integration. There are a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated, including purchasing, accounting and finance, payroll, compliance, treasury management, branch operations, vendor management, risk management, lines of business, pricing and benefits. While Dime and Bridge have assumed that a certain level of costs will be incurred, there are many factors beyond their control that could affect the total amount or the timing of the integration costs. Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate accurately. These integration costs may result in the resulting company taking charges against earnings following the completion of the merger, and the amount and timing of such charges are uncertain at present.
The resulting company is also expected to lose certain benefits from various tax planning strategies that were available on a standalone basis due to the increased asset size, including the tax-advantaged real estate investment trusts that are subsidiaries of the resulting bank.
Dime and Bridge will be subject to business uncertainties and contractual restrictions while the merger is pending.
Uncertainty about the effects of the merger on employees and customers may have an adverse effect on Dime or Bridge. These uncertainties could cause customers and others that deal with Dime and/or Bridge to seek to change existing business relationships. Furthermore, these uncertainties may impair Dime’s or Bridge’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that interact with Dime or Bridge to seek to change existing business relationships with Dime or Bridge. Retention of certain employees by Dime or Bridge may be challenging while the merger is pending, as certain employees may experience uncertainty about their future roles with the resulting company. If key employees depart because of issues relating to the uncertainty and difficulty of integration, or a desire not to remain with Dime or Bridge, Dime’s business or Bridge’s business could be harmed. In addition, subject to certain exceptions, Dime and Bridge have agreed to operate their businesses in the ordinary course prior to the closing date of the merger and to refrain from taking certain actions without the consent of the other party until the merger occurs. These restrictions may prevent Dime and/or Bridge from pursuing attractive business opportunities that may arise prior to the completion of the merger. See “Description of the Merger — Conduct of Business Before the Merger” for a description of the restrictive covenants applicable to Dime and Bridge.
There is no assurance when or even if the merger will be completed and a failure to complete the merger could negatively impact the stock prices and future businesses and financial results of Bridge and Dime.
Completion of the merger is subject to satisfaction or waiver of a number of conditions. See “Description of the Merger — Conditions to Completing the Merger” beginning on page 121. There can be no assurance
 
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that Bridge and Dime will be able to satisfy the closing conditions in a timely manner, or at all, or that closing conditions beyond their control will be satisfied or waived.
Bridge and Dime can mutually agree at any time to terminate the merger agreement, even if Bridge and Dime shareholders have already voted to approve the merger agreement and the merger. Bridge and Dime can also terminate the merger agreement under other specified circumstances. See “Description of the Merger — Terminating the Merger Agreement; Termination Fee”.
There can thus be no assurance that the merger will be completed. If the merger is not completed, the ongoing businesses of Bridge and Dime may be adversely affected and Bridge and Dime will be subject to a number of risks, including the following:

each of the parties has agreed to pay the other an $18.0 million termination fee in specified circumstances, under the terms of the merger agreement;

Bridge and Dime will be required to pay certain costs relating to the merger, whether or not the merger is completed, such as legal, accounting, financial advisor, proxy solicitation and printing fees;

under the merger agreement, Bridge and Dime are subject to certain restrictions on the conduct of their respective businesses prior to completion of the merger, which may adversely affect each party’s ability to execute certain of its business strategies if the merger is terminated; and

matters relating to the merger may require substantial commitments of time and resources by Bridge and Dime management, which could otherwise have been devoted to other opportunities that may have been beneficial to Bridge and Dime as independent companies, as the case may be.
In addition, if the merger is not completed, Bridge and/or Dime may experience negative reactions from the financial markets and from their respective customers and employees. Bridge and/or Dime also could be subject to litigation related to any failure to complete the merger or to proceedings commenced by Bridge or Dime against the other seeking damages or to compel the other to perform its obligations under the merger agreement. These factors and similar risks could have an adverse effect on the results of operation, business and stock prices of Bridge and Dime.
The termination fee and the restrictions on solicitation contained in the merger agreement may discourage other companies from trying to acquire Dime.
Until the completion of the merger, with some exceptions, Dime is prohibited from soliciting, initiating, encouraging or participating in any discussion of or otherwise considering any inquiry or proposal that may lead to an acquisition proposal, such as a merger or other business combination transactions, with any person other than Bridge. In addition, Dime has agreed to pay an $18.0 million termination fee to Bridge in specified circumstances. These provisions could discourage other companies that may have an interest in acquiring Dime from considering or proposing such an acquisition even though those other companies might be willing to offer greater value to Dime’s shareholders than Bridge has offered in the merger. The payment of the termination fee could also have a material adverse effect on Dime’s financial condition. In addition, the merger agreement requires that each of Dime and Bridge submit the merger proposal to a vote of its respective shareholders, even if the respective board of directors changes its recommendation in favor of the merger proposal in a manner adverse to the other party.
Certain of Bridge’s directors and executive officers have interests that are different from, or in addition to, interests of Bridge shareholders generally.
The directors and executive officers of Bridge have interests in the merger that are different from, or in addition to, the interests of Bridge shareholders generally. These include: (1) existing employment agreements for certain executive officers of Bridge and BNB Bank that provide for cash severance payments upon the occurrence of a change in control, in the case of Mr. O’Connor, or upon a termination without cause or a termination with good reason following the completion of a change in control, in the cases of Messrs. Nolan, Manseau, McCaffery and Santacroce; (2) retention and award agreements which have been entered into with each of Messrs. O’Connor, McCaffery, Santacroce and Manseau that will be effective at the closing of the merger and which provide certain compensation, including a transaction bonus, retention payment and one-time equity grant; (3)  Messrs. O’Connor and McCaffery have entered into new employment agreements
 
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that will be effective at the closing of the merger and which will supersede their existing employment agreement; (4) Mr. Santacroce has entered into an amendment to his employment agreement that will be effective at the closing of the merger and that provides him with a right for a limited period of time sixteen months following completion of the merger to voluntarily terminate employment and receive severance; (5) other executive officers of Bridge and BNB Bank are parties to employment or change in control agreements that provide for cash severance payments if the executive’s employment is voluntarily terminated for good reason or involuntarily terminated without cause following the merger; (6) the acceleration of vesting of all outstanding Bridge stock options, restricted stock and performance share awards; (7) Messrs. O’Connor and McCaffery have entered into defense of tax position agreements that will be effective at the closing of the merger; (8) the distribution of vested account balances under the BNB Bank Supplemental Executive Retirement Plan and Amended and Restated Directors Deferred Compensation Plan in accordance with the terms of these plans; and (9) the appointment of six directors of Bridge to the board of directors of the resulting company immediately following the merger. For a more detailed discussion of these interests, see “Description of the Merger — Interests of Bridge’s Directors and Executive Officers in the Merger.”
Certain of Dime’s directors and executive officers have interests that are different from, or in addition to, interests of Dime stockholders generally.
The directors and executive officers of Dime have interests in the merger that are different from, or in addition to, the interests of Dime shareholders generally. These include: (1) existing change in control employment agreements for Messrs. Mahon, Reddy, Lubow, Gunther and Rizzo that provide for cash severance payments upon a termination without cause or a termination with good reason following the completion of a change in control; (2) Messrs. Lubow, Gunther and Reddy have entered into new employment agreements that will be effective at the closing of the merger and which will supersede their existing change in control employment agreements; (3) retention and award agreements which have been entered into with each of Messrs. Lubow, Gunther and Reddy that will be effective at the closing of the merger and which provide certain compensation, including a transaction bonus, retention payment and one-time equity grant; (4) upon his termination of employment on June 30, 2020, Mr. Volino executed an agreement and general release in favor of Dime and Dime Community Bank in exchange for certain termination payments; (5) Mr. Rizzo and other executive officers of Dime and Dime Community Bank are parties to change in control agreements that provide for cash severance payments if the executive’s employment is voluntarily terminated for good reason or involuntarily terminated without cause following the merger; (6) the acceleration of vesting of all outstanding Dime stock options, restricted stock and performance share awards; (7) Mr. Mahon has entered into an executive chairman and separation agreement with the resulting company, effective upon the closing date of the merger and will receive severance payments under his employment agreement and a transaction bonus related to completion of the merger; (8) Messrs. Mahon, Lubow, Gunther and Reddy have entered into a defense of tax position agreement that will be effective upon the closing date of the merger; (9) the distribution of vested account balances under the Benefit Maintenance Plan of Dime Community Bancshares, Inc. and the Retirement Plan for Board Members of Dime Community Bancshares, Inc. in accordance with the terms of these plans; (10) the appointment of six directors of Dime to the board of directors of the resulting company immediately following the merger; and (11) provisions in the merger agreement relating to continuing indemnification of directors and officers of Dime following the merger. For a more detailed discussion of these interests, see “Description of the Merger — Interests of Dime’s Directors and Executive Officers in the Merger.
Both Bridge and Dime shareholders will have a reduced ownership and voting interest in, and will exercise less influence over management of, the resulting company following the completion of the merger.
Each of Bridge and Dime shareholders currently have the right to vote in the election of their respective boards of directors and on various other matters affecting their respective companies. Upon the completion of the merger, Dime’s shareholders will become shareholders of Bridge with ownership of approximately 52% of the resulting company and Bridge shareholders will own approximately 48% of the resulting company. Therefore, each of Bridge’s and Dime’s shareholders will have a reduced ownership and voting interest after the merger, and as a result, less influence on the management and policies of the resulting company than each now has on the management and policies of Bridge and Dime individually.
 
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Issuance of shares of Bridge common stock in connection with the merger may adversely affect the market price of Bridge common stock.
In connection with the payment of the merger consideration, Bridge expects to issue approximately 21,436,582 shares of Bridge common stock to Dime shareholders. The issuance of these new shares of Bridge common stock may result in fluctuations in the market price of Bridge common stock, including a stock price decrease.
Litigation relating to the merger could result in significant costs, management distraction, and/or a delay of, or injunction against, the merger.
On September 16, 2020, a purported Dime shareholder filed a lawsuit against Dime and the members of the Dime Board of Directors in the United States District Court for the Eastern District of New York, captioned Shiva Stein v. Dime Community Bancshares, Inc., et al. The plaintiff generally alleges that the registration statement filed with the SEC on September 14, 2020 contains materially misleading omissions or misrepresentations in violation of Section 14(a) and Section 20(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder. The plaintiff seeks injunctive relief, unspecified damages, and an award of attorneys’ fees and expenses.
On September 21, 2020, a purported Dime shareholder filed a lawsuit against Dime and the members of the Dime Board of Directors in the United States District Court for the Eastern District of New York, captioned Jonah Hertz Family 2012 Trust v. Vincent F. Palagiano, et al. The plaintiff generally alleges that the registration statement filed with the SEC on September 14, 2020 contains materially misleading omissions or misrepresentations in violation of Section 14(a) and Section 20(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder. The plaintiff seeks injunctive relief, unspecified damages, and an award of attorneys’ fees and expenses.
On September 23, 2020, a purported Dime shareholder filed a lawsuit against Dime and the members of the Dime Board of Directors in the United States District Court for the District of Delaware, captioned Paul Parshall, Individually and On Behalf of All Others Similarly Situated v. Dime Community Bancshares, Inc., et al. The plaintiff, on behalf of himself and other Dime shareholders, generally alleges that the registration statement filed with the SEC on September 14, 2020 contains materially misleading omissions or misrepresentations in violation of Section 14(a) and Section 20(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder. The plaintiff seeks injunctive relief, unspecified damages, and an award of attorneys’ fees and expenses.
On September 23, 2020, a purported Bridge shareholder filed a lawsuit against Bridge and the members of the Bridge Board of Directors in the United States District Court for the Southern District of New York, captioned Anthony Rotondo v. Bridge Bancorp, Inc., et al. The plaintiff generally alleges that the registration statement filed with the SEC on September 14, 2020 contains materially misleading omissions or misrepresentations in violation of Section 14(a) and Section 20(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder. The plaintiff seeks injunctive relief, unspecified damages, and an award of attorneys’ fees and expenses.
On September 24, 2020, a purported Dime shareholder filed a lawsuit against Dime and the members of the Dime Board of Directors in the United States District Court for the Eastern District of New York, captioned Robert Lowinger v. Dime Community Bancshares, Inc., et al. The plaintiff generally alleges that the registration statement filed with the SEC on September 14, 2020 contains materially misleading omissions or misrepresentations in violation of Section 14(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder. The plaintiff seeks injunctive relief, unspecified damages, and an award of attorneys’ fees and expenses.
On October 13, 2020, a purported Dime shareholder filed a lawsuit against Dime and the members of the Dime Board of Directors in the United States District Court for the Eastern District of New York, captioned Ryan Williams v. Dime Community Bancshares, Inc., et al. The plaintiff generally alleges that the registration statement filed with the SEC on September 14, 2020 contains materially misleading omissions or misrepresentations in violation of Section 14(a) and Section 20(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder. The plaintiff seeks injunctive relief, unspecified damages, and an award of attorneys’ fees and expenses.
 
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Dime and Bridge are reviewing the complaints and have not yet formally responded. Such litigations are common in connection with mergers involving public companies, regardless of any merits related to the underlying transaction. Although the ultimate outcome of these actions cannot be predicted with certainty, Dime and Bridge believe that the claims asserted against them in these lawsuits are without merit and intend to defend against these actions vigorously.
The outcomes of these actions are uncertain and could result in additional costs to Dime and/or Bridge, including costs associated with the indemnification of directors of both companies. Other individuals may also file lawsuits against Dime and/or Bridge and/or their directors and officers in connection with the merger. The defense or settlement of any lawsuits or claims relating to the merger may have an adverse effect on the business, financial condition and results of operations of Dime and/or Bridge and/or the resulting company.
If the actions remain unresolved, they could prevent or delay the completion of the merger and result in substantial costs to Dime and/or Bridge, including any costs associated with the indemnification of directors. One of the conditions to the consummation of the merger is the absence of any order, decree or injunction that prevents the consummation of the merger or the bank merger or that makes completion of the merger or the bank merger illegal. Consequently, if a settlement or other resolution is not reached in these or any other lawsuits that are filed, or these plaintiffs or any other claimants secure injunctive or other relief, then such injunctive or other relief may prevent the merger from becoming effective in a timely manner or at all. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is completed may adversely affect the resulting company’s business, financial condition, results of operations and cash flows.
The shares of Bridge common stock to be received by Dime shareholders as a result of the merger will have different rights from shares of Dime common stock.
Following completion of the merger, Dime shareholders will no longer be shareholders of Dime but will instead be shareholders of Bridge. There are differences between the current rights of Dime shareholders and the rights of Bridge shareholders that may be important to Dime shareholders. See “Comparison of Rights of Shareholders” for a discussion of the different rights associated with Bridge common stock and Dime common stock.
The opinions regarding fairness delivered to the boards of directors of Bridge and Dime by their respective financial advisors were rendered on the date of the signing of the merger agreement and do not reflect any changes in circumstances which may occur or may have occurred after the date of such opinions.
PSC delivered to the board of directors of Bridge its opinion on July 1, 2020. Raymond James delivered to the board of directors of Dime its opinion on July 1, 2020. The opinions do not reflect changes that may occur or may have occurred after the date of such opinions, including, but not limited to, changes to the operations and prospects of Bridge or Dime, changes in general market and economic conditions or regulatory or other factors which may be beyond the control of Bridge and Dime, including the recent COVID-19 pandemic that has caused business disruption and higher than normal volatility in the financial markets generally as well as the further effects of the COVID-19 pandemic, which may materially alter or affect the value of Bridge common stock or Dime common stock. The opinions speak only as of the date on which they were rendered and not as of the date of this joint proxy statement/prospectus or any other date.
Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated, cannot be met or that could have an adverse effect on the resulting company following the merger.
Before the merger and the bank merger may be completed, Bridge and Dime must obtain approvals (or waivers) from the Federal Reserve and the NYSDFS. Other approvals, waivers or consents from regulators may also be required. In determining whether to grant these approvals the regulators consider a variety of factors, including the regulatory standing of each party and the effect of the merger on competition, and the factors described in the section of this joint proxy statement/prospectus entitled “Conditions to Completing the Merger”. An adverse development in either party’s regulatory standing or other factors could result in an inability to obtain approval or delay their receipt. The Federal Reserve has stated that if
 
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material weaknesses are identified by examiners before a banking organization applies to engage in expansionary activity, the Federal Reserve will expect the banking organization to resolve all such weaknesses before applying for such expansionary activity. The Federal Reserve has also stated that if issues arise during the processing of an application for expansionary activity, it will expect the applicant banking organization to withdraw its application pending resolution of any supervisory concerns. It is possible that other regulatory agencies could adopt similar expectations for applicants.
The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the resulting company’s business or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of the resulting company following the merger or otherwise reduce the anticipated benefits of the merger if the merger were consummated successfully within the expected timeframe. In addition, there can be no assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the merger. Additionally, the completion of the merger is conditioned on the absence of certain orders, injunctions or decrees by any court or regulatory agency of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the merger agreement. Further, the processing time for obtaining regulatory approvals for mergers of banks and bank holding companies, particularly for larger institutions, has increased since the financial crisis. Specifically, the Dodd-Frank Act requires bank regulators to consider financial stability concerns when evaluating a proposed transaction.
Combining Bridge and Dime may be more difficult, costly or time consuming than expected and Bridge and Dime may fail to realize the anticipated benefits of the merger.
The success of the merger will depend, in part, on the ability of Bridge and Dime to combine their businesses in a manner that facilitates growth opportunities and realizes anticipated cost savings.
To realize the anticipated benefits and cost savings from the merger, Bridge and Dime must successfully integrate and combine their businesses in a manner that permits those cost savings to be realized, without adversely affecting current revenues and future growth. If Bridge and Dime are not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings and anticipated benefits of the merger could be less than anticipated, and integration may result in additional unforeseen expenses. An inability to realize the full extent of the anticipated benefits of the merger and the other transactions contemplated by the merger agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, level of expenses and operating results of the resulting company, which may adversely affect the value of the common stock of the resulting company after the completion of the merger.
The failure to integrate successfully the businesses and operations of Dime and Bridge in the expected time frame may adversely affect the resulting company’s future results.
Bridge and Dime have operated and, until the completion of the merger, must continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the companies’ ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. Integration efforts between the two companies may also divert management attention and resources. Specifically, the following issues, among others, must be addressed in integrating the operations of Bridge and Dime in order to realize the anticipated benefits of the merger so the resulting company performs as expected:

combining the companies’ operations and corporate functions;

combining the businesses of Bridge and Dime in a manner that permits the resulting company to achieve the cost savings and revenue synergies anticipated to result from the merger, the failure of
 
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which would result in the anticipated benefits of the merger not being realized in the time frame currently anticipated or at all;

integrating personnel from the two companies;

integrating the companies’ technologies;

identifying and eliminating redundant functions;

harmonizing the companies’ operating practices, employee development and compensation programs, internal controls and other policies, procedures and processes;

managing the movement of certain positions to different locations;

integrating the branches of the resulting company; and

limiting the outflow of deposits held by new customers and successfully retaining and managing interest-earning assets (i.e., loans) of the resulting company.
These integration matters could have an adverse effect on each of Bridge and Dime during this transition period and for an undetermined period after completion of the merger on the resulting company.
In addition, at times the attention of certain members of either company’s or both companies’ management and resources may be focused on completion of the merger and the integration of the businesses of the two companies and diverted from day-to-day business operations, which may disrupt each company’s ongoing business and the business of the resulting company.
The future results of the resulting company following the merger may suffer if the resulting company does not effectively manage its expanded operations.
Following the merger, the size of the business of the resulting company will increase significantly beyond the current size of either Bridge’s or Dime’s business. The resulting company’s future success will depend, in part, upon its ability to manage this expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. The resulting company may also face increased scrutiny from governmental authorities as a result of the significant increase in the size of its business. There can be no assurances that the resulting company will be successful or that it will realize the expected operating efficiencies, cost savings, revenue enhancements or other benefits currently anticipated from the merger.
The resulting company may be unable to retain Bridge or Dime personnel successfully in connection with the merger.
The success of the merger will depend in part on the resulting company’s ability to retain the talents and dedication of key employees currently employed by Bridge and Dime. It is possible that these employees may decide not to remain with Bridge or Dime, as applicable, while the merger is pending or with the resulting company after the merger is consummated. Competition for qualified personnel can be intense.
Current and prospective employees of Bridge and Dime may experience uncertainty about their future roles with Bridge and Dime until strategies with regard to these employees are announced or executed, which may impair Bridge’s and Dime’s ability to attract, retain and motivate key management, commercial lenders, and other personnel prior to and following the merger. Employee retention may be particularly challenging during the pendency of the merger, as employees of Bridge and Dime may experience uncertainty about their future roles with the resulting company. If Bridge and Dime are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, Bridge and Dime could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, if key employees terminate their employment, the resulting company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating Bridge and Dime to hiring suitable replacements, all of which may cause the resulting company’s business to suffer. Furthermore, the resulting company may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent relating to the business of each of Bridge
 
29

 
and Dime, and the resulting company’s ability to realize the anticipated benefits of the merger may be adversely affected. In addition, Bridge and Dime may not be able to locate or retain suitable replacements for any key employees who leave either company.
In connection with the merger, Bridge will assume certain of Dime’s outstanding debt obligations and Dime’s obligations relating to its preferred stock, and the resulting company’s level of indebtedness following the completion of the merger could adversely affect the resulting company’s ability to raise additional capital and to meet its obligations under its existing indebtedness.
In connection with the merger, Bridge will assume certain of Dime’s outstanding indebtedness and Dime’s obligations related to its outstanding preferred stock. Bridge’s existing indebtedness, together with any future incurrence of additional indebtedness, and the assumption of Dime’s outstanding preferred stock, could have important consequences for the resulting company’s creditors and the resulting company’s shareholders. For example, it could:

limit the resulting company’s ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes;

restrict the resulting company from making strategic acquisitions or cause the resulting company to make non-strategic divestitures;

restrict the resulting company from paying dividends to its shareholders;

increase the resulting company’s vulnerability to general economic and industry conditions; and

require a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on the resulting company’s indebtedness and dividends on the preferred stock, thereby reducing the resulting company’s ability to use cash flows to fund its operations, capital expenditures and future business opportunities,
all of which could have a material effect on the resulting company’s common stock price.
Following completion of the merger, holders of Bridge common stock will become subject to the dividend and liquidation rights of the holders of the Bridge Series A Preferred Stock, which Bridge will issue upon completion of the merger; currently, holders of Bridge common stock are not subject to any such preferred rights, as Bridge does not have any preferred stock outstanding. The holders of shares of Dime Series A Preferred Stock, which will be converted into Bridge Series A Preferred Stock upon completion of the merger, as well as the holders of any shares of Bridge preferred stock that Bridge may issue in the future, would receive, upon the resulting company’s voluntary or involuntary liquidation, dissolution or winding up, before any payment is made to holders of the resulting company’s common stock, their liquidation preferences as well as any declared and unpaid distributions. These payments would reduce the remaining amount of the resulting company’s assets, if any, available for distribution to holders of its common stock. As of the date of this joint proxy statement/prospectus, Bridge does not have any shares of its preferred stock outstanding.
Goodwill incurred in the merger may negatively affect the resulting company’s financial condition.
To the extent that the merger consideration for accounting purposes (with Dime as the accounting acquiror) exceeds the fair value of the net assets, including identifiable intangibles, of Bridge, that amount will be reported as goodwill by the resulting company. In accordance with current accounting guidance, goodwill will not be amortized but will be evaluated for impairment annually. A failure to realize expected benefits of the merger could adversely impact the carrying value of the goodwill recognized in the merger, and in turn negatively affect the resulting company’s financial condition.
The unaudited pro forma combined condensed financial statements included in this document are preliminary and the actual financial condition and results of operations of the resulting company after the merger may differ materially.
The unaudited pro forma combined condensed financial statements in this document are presented for illustrative purposes only and are not necessarily indicative of what the resulting company’s actual financial
 
30

 
condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma combined condensed financial data, while helpful in illustrating the financial characteristics of the resulting company under one set of assumptions, do not reflect the benefits of expected cost savings or opportunities to earn additional revenue and, accordingly, do not attempt to predict or suggest future results. The unaudited pro forma combined condensed financial statements reflect adjustments, which are based upon preliminary estimates, to record the Bridge identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based on the actual purchase price and the fair value of the assets and liabilities of Bridge as of the date of the completion of the merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document. For more information, please see “Unaudited Pro Forma Combined Condensed Consolidated Financial Data.”
Dime shareholders do not have appraisal or dissenters’ rights in the merger.
Appraisal or dissenters’ rights are statutory rights that, if applicable under applicable law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in that extraordinary transaction. Under the Delaware General Corporation Law, and pursuant to Dime’s Certificate of Incorporation, holders of Dime common stock are not entitled to appraisal rights in the merger with respect to their shares of Dime common stock because Dime common stock is listed on a national securities exchange and Dime’s Certificate of Incorporation does not provide for appraisal rights unless specifically granted by Dime’s board of directors.
Bridge shareholders do not have appraisal or dissenters’ rights in the merger.
Appraisal or dissenters’ rights are statutory rights that, if applicable under applicable law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in that extraordinary transaction. Under the New York Business Corporation Law, and pursuant to Bridge’s Certificate of Incorporation, holders of Bridge common stock are not entitled to appraisal rights in the merger with respect to their shares of Bridge common stock because Bridge common stock is listed on a national securities exchange and Bridge’s Certificate of Incorporation does not provide for appraisal rights unless specifically granted by Bridge’s board of directors.
Risks Relating to Bridge’s Business.
You should read and consider risk factors specific to Bridge’s business that will also affect the resulting company after the merger. These risks are described in the sections entitled “Risk Factors” in Bridge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and in other documents incorporated by reference into this document. Please see the section entitled “Where You Can Find More Information” beginning on page 156 of this document for the location of information incorporated by reference into this document.
Risks Relating to Dime’s Business
You should read and consider risk factors specific to Dime’s business that will also affect the resulting company after the merger. These risks are described in the sections entitled “Risk Factors” in Dime’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and in other documents incorporated by reference into this document. Please see the section entitled “Where You Can Find More Information” beginning on page 156 of this document for the location of information incorporated by reference into this document.
 
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CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
Some of the statements contained or incorporated by reference in this document are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving Bridge’s or Dime’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “projections,” “prospects,” “forecast,” “guidance,” “goal,” “objective” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions. Such forward-looking statements include, but are not limited to, statements about the benefits of the merger or the bank merger, including future financial and operating results of Bridge, Dime or the resulting company following the merger, the resulting company’s plans, objectives, expectations and intentions, the expected timing of the completion of the merger, financing plans and the availability of capital, the likelihood of success and impact of litigation and other statements that are not historical facts. These statements are only predictions based on Bridge’s and Dime’s current expectations and projections about future events. There are important factors that could cause Bridge’s and Dime’s actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks and uncertainties described in the section entitled “Risk Factors.
These forward-looking statements are subject to numerous assumptions, risks, and uncertainties which change over time. In addition to factors previously disclosed in Bridge’s and Dime’s reports filed with the SEC, the following factors, among others, could cause actual results to differ materially from forward-looking statements:

the effects of the COVID-19 pandemic on the economy generally and on Bridge and Dime in particular;

the inability to close the merger and the bank merger in a timely manner;

the failure to complete the merger due to the failure of Bridge or Dime shareholders to approve the merger agreement and the merger;

failure to obtain applicable regulatory approvals and meet other closing conditions to the merger on the expected terms and schedule;

the potential impact of the announcement or consummation of the proposed merger on relationships with third parties, including customers, employees, and competitors;

business disruption following the merger;

difficulties and delays in integrating the Bridge and Dime businesses or fully realizing cost savings and other benefits;

each of Dime’s and Bridge’s potential exposure to unknown or contingent liabilities of the other party;

the challenges of integrating, retaining, and hiring key personnel;

failure to attract new customers and retain existing customers in the manner anticipated;

the outcome of pending or threatened litigation, or of matters before regulatory agencies, whether currently existing or commencing in the future, including litigation related to the merger;

any interruption or breach of security resulting in failures or disruptions in customer account management, general ledger, deposit, loan, or other systems;

changes in Bridge’s or Dime’s stock price before closing, including as a result of the financial performance of Bridge or Dime prior to closing;

operational issues stemming from, and/or capital spending necessitated by, the potential need to adapt to industry changes in information technology systems, on which Bridge and Dime are highly dependent;
 
32

 

changes in legislation, regulation, policies, or administrative practices, whether by judicial, governmental, or legislative action, pertaining to banking, securities, taxation, rent regulation and housing, financial accounting and reporting, environmental protection, and insurance, and the ability to comply with such changes in a timely manner;

changes in the monetary and fiscal policies of the United States Government, including policies of the United States Department of the Treasury and the Federal Reserve;

changes in interest rates, which may affect Bridge’s or Dime’s net income, prepayment penalty income, mortgage banking income, and other future cash flows, or the market value of Bridge’s or Dime’s assets, including its investment securities;

potential changes to the Internal Revenue Code;

changes in accounting principles, policies, practices, or guidelines;

changes in Bridge’s or Dime’s credit ratings or in Bridge’s or Dime’s ability to access the capital markets;

natural disasters, war, terrorist activities or pandemics; and

other economic, competitive, governmental, regulatory, technological, and geopolitical factors affecting Bridge’s or Dime’s operations, pricing, and services.
Additionally, the timing and occurrence or non-occurrence of events may be subject to circumstances beyond Bridge’s or Dime’s control.
Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results.
For any forward-looking statements made in this document or in any documents incorporated by reference into this document, Bridge and Dime claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this document or the date of the applicable document incorporated by reference in this document. Except to the extent required by applicable law, Bridge and Dime do not undertake to update forward-looking statements to reflect facts, circumstances, assumptions, or events that occur after the date the forward-looking statements are made. All written and oral forward-looking statements concerning the merger or other matters addressed in this document and attributable to Bridge, Dime, or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this document.
 
33

 
SELECTED HISTORICAL FINANCIAL AND OTHER DATA OF BRIDGE BANCORP, INC.
The following tables present selected historical consolidated financial data for Bridge as of and for each of the years ended December 31, 2019, 2018, 2017, 2016 and 2015. This information has been derived in part from and should be read in conjunction with the audited consolidated financial statements of Bridge. The following table also presents selected historical consolidated financial data for Bridge as of and for each of the six months ended June 30, 2020 and June 30, 2019. This information has been derived in part from and should be read in conjunction with the unaudited consolidated financial statements of Bridge. You should read this information in conjunction with the historical financial statements of Bridge and the related notes, including those contained in Bridge’s Annual Report on Form 10-K for the year ended December 31, 2019 and in Bridge’s Quarterly Report on Form 10-Q for the six months ended June 30, 2020, each of which is incorporated by reference in this document.
At June 30,
At December 31,
2020
2019
2019
2018
2017
2016
2015
(in thousands)
Selected Financial Data:
Securities available for sale, at fair value
$ 537,746 $ 642,897 $ 638,291 $ 680,886 $ 759,916 $ 819,722 $ 800,203
Securities, restricted
28,987 24,104 32,879 24,028 35,349 34,743 24,788
Securities, held to maturity
111,307 144,716 133,638 160,163 180,866 223,237 208,351
Loans held for sale
10,000 12,643 12,643
Loans held for investment
4,620,828 3,430,023 3,680,285 3,275,811 3,102,752 2,600,440 2,410,774
Total assets
6,150,664 4,714,535 4,921,520 4,700,744 4,430,002 4,054,570 3,781,959
Total deposits
5,080,419 3,836,576 3,814,647 3,886,393 3,334,543 2,926,009 2,843,625
Total shareholders’ equity
502,621 475,205 497,154 453,830 429,200 407,987 341,128
For the six months ended
June 30,
For the Years Ended
December 31,
2020
2019
2019
2018
2017
2016
2015
(in thousands, except per share and ratio amounts)
Selected Operating Data:
Total interest income
$ 90,452 $ 90,867 $ 181,541 $ 168,984 $ 149,849 $ 137,716 $ 106,240
Total interest expense
13,370 21,027 39,338 32,204 22,689 16,845 10,129
Net interest income
77,082 69,840 142,203 136,780 127,160 120,871 96,111
Provisions for loan losses
9,500 4,100 5,700 1,800 14,050 5,550 4,000
Net interest income after provision for loan losses
67,582 65,740 136,503 134,980 113,110 115,321 92,111
Total non-interest income
7,469 10,717 25,387 11,568 18,102 16,046 12,668
Total non-interest expense
49,242 46,603 96,139 98,180 91,727 77,081 72,890
Income before income taxes
25,809 29,854 65,751 48,368 39,485 54,286 31,889
Income tax expense
5,805 6,274 14,060 9,141 18,946 18,795 10,778
Net income(1)(2)(3)(4)
$ 20,004 $ 23,580 $ 51,691 $ 39,227 $ 20,539 $ 35,491 $ 21,111
(1)
2018 amount includes $6.2 million of net securities losses, net of taxes, associated with the balance sheet restructure, $6.9 million of net fraud loss, net of taxes, related to fraudulent conduct of a business customer through its deposit accounts at BNB, and $0.6 million of office relocation costs, net of taxes.
 
34

 
(2)
2017 amount includes $5.2 million, net of taxes, associated with restructuring costs and a charge of $7.6 million associated with the write-down of deferred tax assets due to the enactment of the Tax Cuts and Jobs Act.
(3)
2016 amount includes reversal of $0.6 million of acquisition costs, net of taxes, associated with the Community National Bank and First National Bank of New York acquisitions.
(4)
2015 amount includes $6.3 million of acquisition costs, net of taxes, associated with the Community National Bank acquisition.
For the six months ended
June 30,
For the Years Ended
December 31,
2020
2019
2019
2018
2017
2016
2015
Selected Financial Ratios and Other Data:
Return on average equity(1)(2)(3)(4)
8.03% 10.22% 10.84% 8.66% 4.64% 9.82% 7.91%
Return on average assets(1)(2)(3)(4)
0.74 1.01 1.10 0.87 0.49 0.92 0.71
Average equity to average assets
8.4 9.7 10.11 10.08 10.53 9.38 9.01
Dividend payout ratio(1)(2)(3)(4)
47.99 39.02 35.63 46.76 88.80 45.48 63.55
Basic earnings per share(1)(2)(3)(4)
$ 1.01 $ 1.18 $ 2.59 $ 1.97 $ 1.04 $ 2.01 $ 1.43
Diluted earnings per share(1)(2)(3)(4)
1.00 1.18 2.59 1.97 1.04 2.00 1.43
Cash dividends declared per common
share
0.48 0.46 0.92 0.92 0.92 0.92 0.92
(1)
2018 amount includes $6.2 million of net securities losses, net of taxes, associated with the balance sheet restructure, $6.9 million of net fraud loss, net of taxes, related to fraudulent conduct of a business customer through its deposit accounts at BNB, and $0.6 million of office relocation costs, net of taxes.
(2)
2017 amount includes $5.2 million, net of taxes, associated with restructuring costs and a charge of $7.6 million associated with the write-down of deferred tax assets due to the enactment of the Tax Cuts and Jobs Act.
(3)
2016 amount includes reversal of $0.6 million of acquisition costs, net of taxes, associated with the Community National Bank and First National Bank of New York acquisitions.
(4)
2015 amount includes $6.3 million of acquisition costs, net of taxes, associated with the Community National Bank acquisition.
 
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SELECTED HISTORICAL FINANCIAL AND OTHER DATA OF DIME COMMUNITY BANCSHARES, INC.
The following tables present selected historical consolidated financial data for Dime as of and for each of the years ended December 31, 2019, 2018, 2017, 2016 and 2015. This information has been derived in part from and should be read in conjunction with the audited consolidated financial statements of Dime. The following table also presents selected historical consolidated financial data for Dime as of and for each of the six months ended June 30, 2020 and June 30, 2019. This information has been derived in part from and should be read in conjunction with the unaudited consolidated financial statements of Dime. You should read this information in conjunction with the historical financial statements of Dime and the related notes, including those contained in Dime’s Annual Report on Form 10-K for the year ended December 31, 2019 and in Dime’s Quarterly Report on Form 10-Q for the six months ended June 30, 2020, each of which is incorporated by reference in this document.
At June 30,
At December 31,
2020
2019
2019
2018
2017
2016
2015
(in thousands)
Selected Financial Condition
Data:
Total assets
$ 6,467,521 $ 6,498,362 $ 6,354,460 $ 6,320,578 $ 6,403,460 $ 6,005,430 $ 5,032,872
Loans and loans held for sale
(net of deferred costs or
fees and the allowance for
loan losses)
5,401,890 5,514,211 5,312,597 5,373,133 5,581,084 5,615,886 4,678,262
Mortgage-backed
securities
464,279 409,510 502,464 466,605 351,384 3,558 431
Investment securities (including Federal Home Loan Bank of New York (“FHLB”) capital
stock)
135,740 130,008 110,444 99,498 66,417 60,670 77,912
Goodwill
55,638 55,638 55,638 55,638 55,638 55,638 55,638
Deposits
4,438,412 4,435,536 4,282,625 4,356,754 4,403,447 4,395,426 3,184,310
Borrowings
1,136,279 1,287,032 1,316,156 1,239,109 1,283,612 901,805 1,237,405
Shareholders’ equity
681,543 608,701 596,758 602,081 598,567 565,868 493,947
 
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For the six months ended
June 30,
For the Years Ended
December 31,
2020
2019
2019
2018
2017
2016
2015
(Dollars in thousands, except per share and ratio data)
Selected Operating Data:
Interest income
$ 117,539 $ 117,646 $ 238,268 $ 221,710 $ 212,096 $ 195,627 $ 174,791
Interest expense
33,459 45,818 90,847 75,384 59,366 52,141 46,227
Net interest income
84,080 71,828 147,421 146,326 152,730 143,486 128,564
Provision (credit) for loan losses
14,072 (128) 17,340 2,244 520 2,118 (1,330)
Net interest income after provision
(credit) for loan losses
70,008 71,956 130,081 144,082 152,210 141,368 129,894
Non-interest income
12,622 5,180 12,168 9,523 21,514 75,934 8,616
Non-interest expense
55,386 44,348 95,387 86,890 84,986 83,831 62,493
Income before income tax
27,244 32,778 46,862 66,715 88,738 133,471 76,017
Income tax expense
5,886 8,252 10,676 15,427 36,856 60,957 31,245
Net income(1)(2)(3)(4)
$ 21,358 $ 24,536 $ 36,186 $ 51,288 $ 51,882 $ 72,514 $ 44,772
(1)
2019 amount includes $2.6 million of losses from extinguishment of debt, net of taxes.
(2)
2018 amount includes $0.9 million of net security gains, net of taxes, $0.5 million charge related to severance expense, net of taxes, and $0.9 million tax benefit in conjunction with filing the prior year tax return.
(3)
2017 amount includes $5.7 million of gains from the sale of real estate, net of taxes, $1.4 million of net security gains, net of taxes, $0.9 million of system de-conversion costs, net of taxes, $0.7 million of losses from extinguishment of debt, net of taxes, and a charge of $3.1 million associated with the write-down of deferred tax assets due to the enactment of the Tax Cuts and Jobs Act, offset by a $1.0 million tax benefit related to distributions from retirement benefits from Dime’s BMP.
(4)
2016 amount includes $37.5 million of gains from the sale of real estate, net of taxes, and $11.3 million of expenses related to the prepayment of the ESOP Share Acquisition loan.
 
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For the six months ended
June 30,
For the Years Ended
December 31,
2020
2019
2019
2018
2017
2016
2015
Selected Financial Ratios and Other
Data(1):
Return on average assets
0.68% 0.77% 0.57% 0.82% 0.84% 1.31% 0.96%
Return on average shareholders’ equity
6.68 8.10 5.96 8.44 8.94 13.40 9.40
Shareholders’ equity to total assets
at end of period
10.54 9.37 9.39 9.53 9.35 9.42 9.81
Loans to deposits at end of
period
122.67 124.71 124.70 123.80 127.22 128.23 147.50
Loans to interest-earning assets at end of period
85.98 87.01 89.20 95.92 95.98
Net interest spread(2)
2.53 2.05 2.12 2.20 2.38 2.52 2.72
Net interest margin(3)
2.79 2.35 2.41 2.41 2.54 2.68 2.89
Average interest-earning assets to average interest-bearing
liabilities
122.94 118.80 119.06 117.47 116.55 116.85 116.64
Non-interest expense to average assets
1.76 1.39 1.50 1.38 1.37 1.51 1.34
Efficiency ratio(4)
59.18 57.80 59.98 56.14 53.24 55.48 45.98
Effective tax rate
21.60 25.17 22.78 23.12 41.53 45.67 41.10
Dividend payout ratio
47.46 41.18 55.45 40.58 40.58 28.43 45.53
Per Share Data:
Diluted earnings per share
$ 0.59 $ 0.68 $ 1.01 $ 1.38 $ 1.38 $ 1.97 $ 1.23
Cash dividends paid per share
0.28 0.28 0.56 0.56 0.56 0.56 0.56
Book value per share(5)
17.07 16.96 16.98 16.68 16.00 15.11 13.22
Asset Quality Ratios and Other Data(1):
Net charge-offs (recoveries)
$ 21 $ 520 $ 10,681 $ 1,495 $ 23 $ 97 $ (1,351)
Total non-performing loans
15,383 2,538 11,091 2,345 533 4,327 1,611
OREO
148
Non-performing pooled trust preferred securities (“TRUP CDOs”)
1,270 1,236
Total non-performing assets
15,383 2,538 11,091 2,345 533 5,507 2,995
Non-performing loans to total loans
0.28% 0.05% 0.21% 0.04% 0.01% 0.08% 0.03%
Non-performing assets to total assets
0.24 0.04 0.17 0.04 0.01 0.09 0.06
Allowance for Loan Losses to:
Non-performing loans
276.23 832.70 256.43 928.87 3,946.15% 484,68% 1,149.22%
Total loans(6)
0.78 0.38 0.53 0.40 0.38 0.36 0.39
Regulatory Capital Ratios: (Bank only)(1)(7)
Tier 1 common equity ratio
12.97% 12.14% 12.85% 13.34% 12.38% 11.60% 11.55%
Tier 1 capital ratio
12.97 12.14 12.85 13.34 12.38 11.60 11.55
Total risk-based ratio
13.85 12.56 13.44 13.80 12.83 12.05 12.03
Tier 1 leverage ratio
9.98 9.77 10.15 10.31 9.32 8.95 9.17
Full Service Branches
29 29 28 25 25
 
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(1)
With the exception of end of period ratios, all ratios are based on average daily balances during the indicated periods. Asset Quality Ratios and Regulatory Capital Ratios are end of period ratios.
(2)
The net interest spread represents the difference between the weighted-average yield on interest-earning assets and the weighted-average cost of interest-bearing liabilities.
(3)
The net interest margin represents net interest income as a percentage of average interest-earning assets.
(4)
The efficiency ratio represents non-interest expense as a percentage of the sum of net interest income and non-interest income, excluding any gains or losses from the sales of securities and other assets, loan notes, and loan securitization.
(5)
Book value per share equals total shareholders’ equity divided by shares outstanding at each period end.
(6)
Total loans represent loans, net of deferred fees and costs and unamortized premiums, and excluding (thus not reducing the aggregate balance by) the allowance for loan losses.
(7)
Regulatory Capital Ratios are calculated based upon the Basel III capital rules that became effective on January 1, 2015.
 
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PURCHASE PRICE DETERMINATION
The unaudited pro forma combined condensed balance sheet has been adjusted to reflect the preliminary calculation of the estimated purchase price to identifiable net assets acquired. In accordance with FASB ASC 805-40-30-2, the purchase price in a reverse acquisition is determined based on the number of equity interests the legal acquiree would have had to issue to give the owners of the legal acquirer the same percentage equity interest in the combined entity that results from the reverse acquisition.
The table below summarizes the pro forma ownership of Bridge common stock following the merger, for each shareholder group, as well as the pro forma market capitalization of the resulting company using shares of Bridge and Dime common stock outstanding at June 30, 2020 and Bridge’s closing price on August 24, 2020.
Bridge Bancorp, Inc. Ownership and
Market Value Table (Pro Forma)
Number of
Bridge
Outstanding
shares
(in thousands)
Percentage
Ownership
Market Value at
$20.89
Bridge
Share Price
(in thousands)
Current Bridge Shareholders
19,734 47.9% $ 412,244
Current Dime Shareholders
21,442 52.1% 447,924
Total
41,176 100.0% $ 860,168
The table below summarizes the hypothetical number of shares as of June 30, 2020 that Dime would have to issue to give Bridge owners the same percentage ownership in the resulting company.
Hypothetical Dime Ownership
Number of Dime
Outstanding
Shares
(in thousands)
Percentage
Ownership
Current Bridge Shareholders
30,454 47.9%
Current Dime Shareholders
33,090 52.1%
Total
63,543 100.0%
The purchase price is calculated based on the number of hypothetical shares of Dime common stock issued to Bridge shareholders multiplied by the share price as demonstrated in the table below (amounts in thousands except per share data).
Number of hypothetical Dime shares issued to Bridge Shareholders
30,454
Dime market price per share as of August 24, 2020
$ 13.28
Purchase price determination of hypothetical Dime shares issued to Bridge Shareholders
$ 404,426
Value of Bridge stock options hypothetically converted to options to acquire shares of Dime common stock
704
Purchase price consideration
$ 405,130
 
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SUMMARY SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED DATA
The following tables show selected unaudited financial information on a pro forma combined basis giving effect to the merger as if the merger had become effective at the end of the period presented, in the case of balance sheet information, and at the beginning of the periods presented, in the case of income statement information. The information below should be read in conjunction with “Unaudited Pro Forma Combined Condensed Consolidated Financial Information” beginning on page 42.
At June 30, 2020
(In thousands)
Pro forma combined balance sheet data:
Investment securities
$ 1,198,862
Loans held for investment
10,033,866
Total assets
12,480,678
Total deposits
9,609,678
Total stockholders’ equity
1,044,189
Six Months Ended
June 30, 2020
Year Ended
December 31, 2019
(In thousands, except per share data)
Pro forma combined income statement data:
Total interest income
$ 203,215 $ 409,605
Total interest expense
48,430 133,386
Net interest income
154,785 276,219
Provision for loan losses
23,572 23,040
Net interest income after provision for loan losses
131,213 253,179
Total non-interest income
20,091 37,555
Total non-interest expense
103,402 192,390
Income before income taxes
47,902 98,344
Income tax expense
12,455 25,569
Net income
$ 35,447 $ 72,775
Participating securities
526 1,280
Preferred stock dividends
1,140
Net income available to common stockholders
$ 33,781 $ 71,495
Pro forma per share data:
Basic earnings per share
$ 0.81 $ 1.71
Diluted earnings per share
$ 0.81 $ 1.71
 
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UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL DATA
The unaudited pro forma combined condensed consolidated balance sheet combines the historical information of Bridge and Dime as of June 30, 2020 and assumes that the merger was completed on that date. The unaudited pro forma combined condensed consolidated income statements combine the historical financial information of Bridge and Dime and give effect to the merger as if it had been completed as of the beginning of the fiscal year ended December 31, 2019.
The unaudited pro forma combined condensed consolidated financial information assumes that the merger is accounted for as a reverse acquisition using the acquisition method of accounting, pursuant to FASB Topic 805-10, Business Combinations, with Bridge treated as the legal acquirer and Dime treated as the accounting acquirer. In identifying Dime as the acquiring entity for accounting purposes, Bridge and Dime took into account a number of factors as of the date of this joint proxy statement/prospectus, including the relative voting rights of all equity instruments in the resulting company and the intended corporate governance structure of the resulting company. Following the merger, existing shareholders of Dime will control approximately 52.1% of the pro forma voting interests in the resulting company (based on common shares outstanding as of June 30, 2020). However, no single factor was the sole determinant in the overall conclusion that Dime is the acquirer for accounting purposes; rather all factors were considered in arriving at such conclusion. See the section entitled “The Merger — Accounting Treatment” beginning on page 102. Under the acquisition method of accounting, the assets and liabilities of Bridge, as the accounting acquiree, will be recorded at their respective fair values as of the date the merger is completed.
The unaudited pro forma combined condensed consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations or financial condition had the merger been completed on the dates described above, nor is it necessarily indicative of the results of operations in future periods or the future financial position of the combined entities. The financial information should be read in conjunction with the accompanying Notes to the Unaudited Pro Forma Combined Condensed Consolidated Financial Information. Certain reclassifications have been made to Bridge’s historical financial information to conform to Dime’s presentation of financial information. In addition, as explained in more detail in the accompanying notes, the preliminary allocation of the pro forma purchase price reflected in the unaudited pro forma combined condensed consolidated financial information is subject to adjustment after the merger is completed and may vary significantly from the actual purchase price allocation that will be recorded upon completion of the merger.
The pro forma financial information includes estimated adjustments, including adjustments to record assets and liabilities of Bridge at their respective fair values and represents the pro forma estimates by Bridge and Dime based on available fair value information as of the date of the merger agreement.
FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326), which requires that the measurement of all expected credit losses for financial assets held at the reporting date be based on historical experience, current condition, and reasonable and supportable forecasts. This standard requires financial institutions and other organizations to use forward-looking information to better inform their credit loss estimates. ASU 2016-13 was effective for both companies as of January 1, 2020. Under Section 4014 of the recently enacted CARES Act, financial institutions that were required to adopt ASU 2016-13 as of January 1, 2020 were provided statutory relief in terms of an option to delay the adoption of the CECL framework until the earlier of December 31, 2020 or when the national emergency is lifted. On January 1, 2020, Bridge adopted the CECL framework. Subsequent to its adoption of CECL, Bridge no longer maintains the incurred loss model framework. In accordance with the statutory relief provided under Section 4014 of the CARES Act, Dime elected to defer adoption of CECL and is utilizing the incurred loss framework as of June 30, 2020. The pro forma balance sheet reflects the allowance for loan losses under the incurred loss framework which was Dime’s methodology as of June 30, 2020. The pro forma income statement for the six months ended June 30, 2020 reflects provision for Bridge under the CECL framework, as Bridge no longer maintains the incurred loss framework subsequent to the adoption of CECL, and for Dime under the incurred loss framework, as Dime has elected to defer the adoption of the CECL framework. The pro forma income statement for the twelve months ended December 31, 2019 reflects provision for Bridge and for Dime under the incurred loss framework. Dime is still in the process of finalizing its CECL calculations as it is currently developing and updating internal policies, procedures, and key controls over the calculation. Upon Dime’s eventual adoption date of CECL, the resulting company will present its financial
 
42

 
statements under the CECL framework. The adoption of CECL will require Dime to recognize a one-time cumulative effect change to the allowance for loan losses on its loan portfolio through retained earnings as of January 1, 2020. Any year-to-date adjustments related to the CECL estimate will be adjusted through the current year income statement. Additionally, CECL requires recognition of an allowance at the closing of the merger for any purchased credit deteriorated (“PCD”) loans from the Bridge loan portfolio. CECL also requires an additional allowance for non-PCD loans from the Bridge portfolio which will be recognized through the income statement of the resulting company following the closing of the merger.
The unaudited pro forma combined condensed consolidated financial data, while helpful in illustrating the financial characteristics of the resulting company under one set of assumptions, does not reflect the benefits of expected cost savings or opportunities to earn additional revenue and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the resulting company would have been had our companies been combined during these periods.
The unaudited pro forma combined condensed consolidated financial information has been derived from and should be read in conjunction with the historical consolidated financial statements and the related notes of Bridge and Dime, which are incorporated in this document by reference.
Pro Forma Balance Sheet — June 30, 2020 Consolidated*
Bridge at
June 30, 2020
Dime at
June 30, 2020
Adjustments
Pro Forma Combined at
June 30, 2020
(Dollars in thousands, except per share amounts)
Cash and cash equivalents
$ 489,781 $ 117,013 $ (42,484)(1) $ 564,310
Total investment securities
649,053 547,714 2,095(2) 1,198,862
Loans held for sale
10,000 1,794 11,794
Loans held for investment
4,620,828 5,444,382 (31,344)(3) 10,033,866
Allowance for loan losses
(43,401)(4) (42,492)(5) 43,401(6) (42,492)
Loans, net
4,577,427 5,401,890 12,057 9,991,374
Premises and equipment, net
34,495 21,423 55,918
Operating lease right-of-use assets
40,434 36,813 77,247
Accrued interest receivable
15,367 27,506 42,873
Goodwill
105,950 55,638 (103,968)(7) 57,620
Other intangible assets
3,298 7,343(8) 10,641
Prepaid pension
12,659 12,659
Bank owned life insurance
92,808 154,036 246,844
Other assets
119,392 103,694 (12,550)(9) 210,536
Total Assets
$ 6,150,664 $ 6,467,521 $ (137,507) $ 12,480,678
Total deposits
$ 5,080,419 $ 4,526,058 $ 3,201(10) $ 9,609,678
Subordinated debentures, net
78,990 113,979 192,969
Other borrowings
341,670 1,022,300 1,363,970
Operating lease liabilities
43,131 42,733 85,864
Other liabilities and accrued expenses
103,833 80,908