Northfield Bancorp, Inc. (Staten Island, NY) (NasdaqGS:NFBK) signed a definitive agreement to acquire VSB Bancorp, Inc. (OTCPK:VSBN) for $63.8 million on December 20, 2019. Pursuant to the terms of agreement, Northfield Bancorp, Inc. will issue shares in exchange for shares of VSB Bancorp. The consideration ratio is set at 1.944 shares of Northfield for each common share of VSB Bancorp. The price for VSB Bancorp shareholders is fixed at $33.3 per share, subject to a 5% collar. The final exchange ratio will be determined using $33.3 divided by Northfield's ten-day average stock price just prior to closing; provided, however, that if the average stock price is greater than $17.99, then the exchange ratio will be 1.8514, and if the average stock price is less than $16.27, then the exchange ratio will be 2.0463. Holders of all outstanding and unexercised options under the VSB Bancorp Stock Option Plans will receive cash payment. Post-completion, VSB Bancorp will merge into Northfield Bancorp, Inc. (Staten Island, NY) and the separate existence of VSB Bancorp shall cease and all of the rights, privileges, powers, franchises, properties, assets, liabilities and obligations of VSB Bancorp shall be vested in and assumed by Northfield Bancorp. The transaction will terminate if not completed by October 31, 2020. VSB Bancorp has agreed to pay Northfield Bancorp a termination fee of $2.5 million. Ralph M. Branca, President and Chief Executive Officer of Victory State Bank, subsidiary of VSB Bancorp will join Northfield Bancorp, Inc. in a leadership role for the Staten Island marketplace and Joseph J. LiBassi, Chairman of Victory State Bank has entered into a consulting agreement for a three-year period to assist in the transition.

The transaction is subject to approval from shareholders of VSB Bancorp and normal and customary regulatory approvals, and all waiting periods relating to such approvals being expired, the registration statement becoming effective under the Securities Act, the shares of Northfield Bancorp Common Stock to be issued in the Merger to be authorized for listing on the Nasdaq, dissenters rights limited to 10% and receipt by Northfield Bancorp and VSB Bancorp 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. The transaction has been unanimously approved by the Boards of both Northfield Bancorp, Inc. and VSB Bancorp. All VSB Bancorp directors and executive officers have entered into voting agreements to vote their shares in favor of the transaction. As of March 20, 2020, VSB Bancorp would delay its special meeting of stockholders from April 28, 2020 until June 23, 2020. As of June 23, 2020, the transaction has been approved by shareholders of VSB Bancorp. The transaction is expected to close in the second quarter of 2020. As per update dated June 24, 2020, the transaction is expected to be completed by July 1, 2020. The transaction is expected to be 8.5% accretive to Northfield's 2021 earnings per share. Sandler O'Neill + Partners, L.P. served as financial advisor, Eric Luse, Scott Brown and Ned Quint of Luse Gorman, PC served as legal counsels to Northfield. FinPro Capital Advisors, Inc. rendered a fairness opinion and Jay L. Hack of Gallet Dreyer & Berkey, LLP served as legal counsel to Victory. FinPro Capital Advisors, Inc. will receive a fee of $0.13 million. KPMG LLP acted as accountant while Broadridge Corporate Issuer Solutions, Inc. acted as registrar for Northfield. Piper Sandler & Co. acted as a financial advisor to Northfield Bancorp, Inc.

Northfield Bancorp, Inc. (Staten Island, NY) (NasdaqGS:NFBK) completed the acquisition of VSB Bancorp, Inc. (OTCPK:VSBN) for $67.2 million on July 1, 2020. Each share of Victory common stock will be exchanged for 2.0463 shares of Northfield common stock with fractional shares paid out in cash. Victory's data processing systems and name branding are expected to be integrated into Northfield's, in September 2020.