CARNEGIE BANCORP
FOR IMMEDIATE RELEASE
---------------------
CARNEGIE AND REGENT XXXXX
ACQUISITION AGREEMENT
PRINCETON, NEW JERSEY -- OCTOBER 3, 1996. Carnegie Bank, N.A. and Regent
National Bank announced today that the acquisition of Regent National Bank is
expected to close during April of 1997. Amendments to the original agreement
dated August 30, 1995 have been signed. Approvals of the transaction will be
sought from regulatory authorities and from both organizations' shareholders at
meetings expected to be held in the first quarter of 1997. The combined bank
will bear the Carnegie Bank, N.A. name.
Under the terms of the Amendment Agreement, Regent common and preferred
stock will be exchanged for Carnegie common stock at a ratio determined at the
month end prior to closing based upon the respective per share book values of
each of Carnegie and Regent, subject to certain agreed upon adjustments. In
addition, the Amendment requires that Regent remove the automobile insurance
premium financing (IPF) loans as of the effective time of the merger into a
liquidating trust.
Under the Amendment Agreement, the Board of Directors of the resulting
company will consist of the current Board of Directors of Carnegie and two
designees from the Board of Directors of Regent. Xxxxx Xxxxx will remain as
Chairman of the Board of Carnegie Bancorp and Xxxxxx X. Xxxx, Xx. will remain as
President and Chief Executive Officer. In addition, Xx. Xxxxxxx Xxxxxxx will
become an Executive Vice President of Carnegie, responsible for the Philadelphia
and Langhorne, Pennsylvania as well as Marlton, New Jersey markets.
Carnegie Bank, N.A. will become the ninth largest bank headquartered in New
Jersey upon completion of the acquisition. Recently, Carnegie Bank was named the
seventh most profitable bank of all banks opened on the East Coast since 1984 in
a report issued July 26, 1996 by Xxxxxxxxx Associates, Inc. of Rockville,
Maryland. The report listed
(continued)
000 Xxxxxxxxx Xx., Xxxxxxxxx, XX 00000 -- 000-000-0000 -- Fax 000-000-0000
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Carnegie Bank, N.A.
10/3/96
Page 2
Xxxxxxxx's latest 12 month trailing earnings (April 1, 1995 through March 31,
1996) at $2,192,000, a return on equity of 12.98%. The bank also was recognized
for its extraordinary asset growth to $268 million from its inception in 1988.
In another report, Xxxxxxxx enjoyed the limelight this month and was named
seventh in the Top 10 Financial Institutions of New Jersey for 1995 total return
of 52.6% to shareholders.
Carnegie Bank, N.A. is the single subsidiary of Carnegie Bancorp. The bank
serves small businesses, professionals and high net worth individuals through
its branch offices located in Princeton, Xxxxxxxx, Marlton, Denville, Toms
River, Xxxxxxxxxx Township, Flemington, New Jersey and Langhorne, Pennsylvania.
The Company's stock is listed on the Nasdaq National Market System. Its trading
symbol for common stock is CBNJ and CBNJW for warrants.
FOR FURTHER INFORMATION, PLEASE CONTACT: Xxxxxx X. Xxxx, Xx., President
(000) 000-0000
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