Dime Commercial to acquire ES Bancshares in ~$58M cash-and-stock deal at $8.39 per ES share

Dime Community Bancshares, Inc. /NY/

Two-step deal: ES Bancshares merges into Dime, then Empire State Bank merges into Dime Commercial Bank; valued at ~$58M, or $8.39 per ES share.
Value based on Dime's 10-day VWAP of $38.55 and 6,886,282 ES shares; consideration capped at $30.0M cash and 720,000 Dime shares, subject to proration.
ES CEO Philip Guarnieri gets $1,539,609 pre-close and stays as Managing Executive Director at $400,000 salary; COO Thomas Sperzel gets $1,271,181.
Closing needs ES shareholder approval, Federal Reserve and NYDFS approvals, NYSE listing and Form S-4 effectiveness; ES termination fee is $2.363M.
ES directors and executive officers signed voting agreements to support the merger; Guarnieri has a 6-month noncompete and 1-year non-solicit.

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