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Deal Overview

Buyer:
Community Partners Bancorp
Actual Acquirer:
Community Partners Bancorp
Target:
Town Bank
Deal Type:
Bank & Thrift Company
Agreement Date:
8/16/2005
Announcement Date:
8/16/2005
Announced Deal Value ($ M):
41.23
Status:
Completed
Completion Date:
4/1/2006
Announced Deal Value Per Share ($ )
20.75

Consideration Breakout
Common Stock ($M) 34.7
Common Stock Issued 2,347,675

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 258.7 204.4
Price / Tangible Book (%) 258.7 204.4
Price / Earnings (x) 25.0 22.5
Price / Deposits (%) 31.68 23.35
Price / Assets (%) 28.04 20.93
Tangible Book Premium/ Deposits (%) 25.52 17.76
Deal Terms
Description of Consideration

Two River shareholders received one share of Community Partners Bancorp for each share owned; Town Bank shareholders received 1.25 shares of the new company. The 1.25 exchange ratio was subject to adjustment.

Accounting Method Purchase
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? Market Expansion
Goodwill Generated ($ 000) 24,834
Estimated Cost Savings (%) NA
Estimated Cost Savings ($ 000) NA
Est. Restructuring Charges ($ 000) NA
Maximum Termination Fee ($ 000) 2,000
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 1.250000
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 2,106
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Curtis Financial Group LLC
Seller Yes Janney Montgomery Scott LLC
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Pitney Hardin LLP
Seller Yes Norris McLaughlin & Marcus PA

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