Globenewswire·2026-02-02 12:37Core Viewpoint - Columbia Financial, Inc. has announced a merger agreement to acquire Northfield Bancorp, Inc. for approximately $597 million, which will create the third largest regional bank in New Jersey with pro forma total assets of $18 billion as of December 31, 2025 [1]. Group 1: Merger Details - The merger will involve Columbia acquiring Northfield, with the transaction valued at around $597 million [1]. - Following the merger, Northfield will merge into a newly formed Holding Company immediately after Columbia's second-step conversion [4]. - The merger agreement stipulates that Northfield shareholders can choose to receive either shares of the Holding Company or cash, with specific conversion ratios based on the final Independent Valuation [4]. Group 2: Conversion and Reorganization - Columbia's Board of Directors has adopted a plan for a second-step conversion, which includes selling shares of the MHC to the public at $10.00 per share [2]. - The conversion will allow for the reorganization of Columbia Bank from a mutual holding company structure to a fully public stock holding company [2]. - Approximately 26.9% of Columbia's outstanding common shares will be converted into shares of the new Holding Company, while 73.1% held by the MHC will be cancelled [3]. Group 3: Financial Impact - The merger is expected to be 50% accretive to Columbia's earnings per share for 2027 based on a preliminary independent appraisal [5]. Group 4: Leadership and Governance - Post-merger, Thomas J. Kemly will remain as President and CEO of the Holding Company and Columbia Bank, while Steven M. Klein from Northfield will become Senior Executive Vice President and COO [6][7]. - The Board of Directors of the Holding Company will include members from both Columbia and Northfield [7]. Group 5: Timeline and Approvals - The completion of the merger and second-step conversion is anticipated to occur early in the third quarter of 2026, subject to regulatory approvals and stockholder consent [9].