August 12, 2019

On August 9, 2019, Country Bank Holding Company, Inc., New York, New York (“CYHC”), the holding company for Country Bank, and OceanFirst Financial Corp., Red Bank, New Jersey, the holding company for OceanFirst Bank, N.A., announced the signing of a definitive merger agreement pursuant to which CYHC will merge with and into OceanFirst Financial, with OceanFirst Financial as the resulting company. CYHC shareholders will receive 2,000 shares of OceanFirst Financial common stock for each share of CYHC common stock. The total merger consideration is valued at approximately $102.2 million. Concurrently, OceanFirst Financial entered into a definitive merger agreement to acquire Two River Bancorp, Tinton Falls, New Jersey, the holding company for Two River Community Bank.

Luse Gorman is serving as legal counsel to CYHC in the transaction. The Luse Gorman team consists of John J. Gorman and Victor L. Cangelosi (Corporate/M&A), and Max Seltzer (Executive Compensation).

This is Luse Gorman’s 11th bank merger transaction announced in 2019.

CYHC has approximately $780 million in assets and operates from its main office in Manhattan and branches in Manhattan, the Bronx and Scarsdale, New York.

OceanFirst Financial has approximately $8.0 billion in assets and operates throughout New Jersey, metropolitan Philadelphia and metropolitan New York City.