Lawsuit Overview
An investor has filed a proposed securities class action lawsuit in the Superior Court of New Jersey on behalf of current investors in Central Jersey Bancorp (Public, NASDAQ:CJBK), who purchased their shares before May 27, 2009, over alleged breaches of fiduciary duty by the board of directors of Central Jersey (NasdaqGM: CJBK) in connection with the the proposed acquisition of Central Jersey Bancorp.
According to the lawsuit the plaintiff alleges that the Board of Directors of Central Jersey Bancorp (NASDAQ: CJBK) breached its fiduciary duty. On Wednesday, May 27, 2009, OceanFirst Financial Corp., the parent company of OceanFirst Bank, said it has agreed to acquire Central Jersey Bancorp in an all-stock deal valued at $68.4 million. Under the terms of the agreement, Central Jersey shareholders will receive 0.5 shares of OceanFirst common share for each Central Jersey share.
Based on the May 26, 2009 closing price of OceanFirst stock at $14.23 per share, the transaction values Central Jersey shares at $7.12 per share. According to the lawsuit the price is unfair given that, among other things, Central Jersey shares (NASDAQ: CJBK) $7.50 per share as recently as February 10, 2009 and the 60-day average of OceanFirst shares is only $11.91 per share. Also, since the transaction was announced, the price of OceanFirst shares have traded as low as $10.83 per share. Shares of Central Jersey Bancorp had a 52weekHigh of $8.33 per share and reached $9.24 per share in 2007 and over $15 per share in 2005. The combined company will have about $2.5 billion in assets and about $1.7 billion in deposits.
OceanFirst currently has about $1.9 billion in assets, operating 23 branches in New Jersey in Ocean, Monmouth and Middlesex counties. Central Jersey has about $431 million in deposits and 12 branches in Monmouth County. Central Jersey Bancorp, located in Long Branch, NJ, is a bank holding company and combined its two bank subsidiaries, Monmouth Community Bank, N.A. and Allaire Community Bank, into a single banking entity, named Central Jersey Bank, National Association.