North Fork Bancorp said Monday that it had agreed to acquire Lynbrook, N.Y.-based JSB Financial Inc. for $570 million in stock.
The acquisition, which is slated to close in the first quarter, would bring Melville, N.Y.-based North Fork $1.6 billion of assets, $1.3 billion of deposits, and 13 branches.
In an interview Monday, North Fork chairman and chief executive officer John Adam Kanas said JSB, the parent company of Jamaica Savings Bank, was an attractive target.
Eleven of JSB's branches are in New York City. North Fork has 110 branches of its own in the New York metropolitan area.
The company would also bring about 130,000 new customers and a portfolio of cheap deposits and multifamily loans that would fit in well with North Fork's own business. In addition, Mr. Kanas said he hopes to leverage JSB's excess capital. The company currently has a capital ratio of 23% -- far higher than the 6% regulators require.
Bank analysts said the in-market deal was a clear victory for $11.5 billion-asset North Fork, which has lost in the bidding for several other New York-area thrifts.
A North Fork offer for Long Island Bancorp failed last year, as did the company's 1997 bid for Greater New York Savings Bank. Both went to North Fork rival Astoria Financial Corp. of Lake Success, N.Y.
The JSB deal "breaks the logjam," according to Marni Pont O'Doherty of Keefe, Bruyette & Woods. "It gets them back on the horse."
Mr. Kanas said that he would continue to look for opportunities to buy in the New York market, provided that acquisition prices come down from their recent lofty levels. "We are hopeful that the market will return to more rational pricing," he added.
North Fork's deal for JSB is priced at a relatively lean 1.5 times book value. Mr. Kanas said other thrift deals this year have been priced between 3.20 and 3.35 times book value.
Market watchers said the move may jump-start further consolidation among New York-area thrifts. "It's a good indication that prices are getting more rational," said Anthony Polini, an analyst at Advest Inc. "Reality will set in.''
Mr. Polini added, "Companies with $1 billion to $1.5 billion assets are now much more vulnerable to takeover.''
North Fork said the acquisition would add 3 cents to earnings next year. The company expects to take an after-tax restructuring charge of $25.9 million once the deal is closed, mostly to account for severance for JSB's senior executives. North Fork said it would not close any JSB branches.
Cost savings would amount to 60% of JSB's overhead, said Daniel M. Healy, North Fork's chief financial officer.
The deal is structured as a pooling. North Fork is to exchange three of its shares for each share of JSB based on North Fork's closing stock price Friday of $20.44 a share.
That would represent $61.31 for each share of JSB. North Fork reserved the right to convert the agreement to purchase accounting.
JSB's chairman, Park T. Adikes, 67, will join North Fork's board of directors.
Other bidders for JSB included Astoria, Dime Bancorp, and Greenpoint Financial Corp. Sources said JSB put itself up for sale before the July 4 weekend, narrowing a list of a half-dozen suitors two weeks ago. North Fork emerged as the front-runner last week.
Northeast Capital advised JSB Financial. Donaldson, Lufkin & Jenrette advised North Fork.
North Fork shares closed Monday's trading at $19.375, down $1.0625. JSB shares ended the day at $55.6875, down $3.0625.
