Valley has successfully completed six bank and branch network acquisitions over the last ten years. Each merger was completed seamlessly, efficiently and with no disruption to the existing customer service.
Combination of Strong and Well-Capitalized Banks
The transaction with State has similar characteristics to the whole-bank deals undertaken by Valley throughout its history. It is designed to deliver profitable growth while maintaining superior credit quality and a well-capitalized balance sheet. Selected data for the combined entity, on a pro-forma basis as of
March 31, 2011, include:
- $16 billion in assets
- More than $10 billion in loans
- 215 branches in New Jersey, Manhattan, Brooklyn, Queens, Nassau and Suffolk counties
- Above "well-capitalized" bank regulatory ratio minimums
This transaction is expected to be accretive to income in less than one year.
Following are selected terms and metrics associated with the transaction:
- Purchase price represents a fixed one for one exchange ratio, after adjusting for Valley's recently declared five percent stock dividend
- Total transaction value of approximately $222 million plus the redemption of $37 million in TARP preferred stock
- Tangible book value premium of 185 percent exclusive of purchase accounting adjustments
- 8.6 percent deposit premium
Valley was advised by the investment baking firm of MG Advisors, Inc., as well as the law firm of Day Pitney LLP. State was advised by the investment banking firm of Sandler O'Neill & Partners, L.P., as well as the law firm of Arnold & Porter LLP.
Investor Conference Call
Executives from Valley and State will host a conference call with investors and the financial community at
10:00 AM Eastern Standard Time
Friday, April 29, 2011
to discuss this transaction. Those wishing to participate in the call may dial toll-free (800) 230-1951. Investor presentation materials on this transaction will be made available prior to the conference call at
Valley is a regional bank holding company with over
in assets, headquartered in
Wayne, New Jersey
. Its principal subsidiary, Valley National Bank, currently operates 198 branches in 134 communities serving 14 counties throughout northern and central
. Valley National Bank is the largest commercial bank headquartered in
and is committed to providing the most convenient service, the latest in product innovations and an experienced and knowledgeable staff with a high priority on friendly customer service 24 hours a day, 7 days a week. Valley National Bank offers a wide range of deposit products, mortgage loans and cash management services to consumers and businesses including products tailored for the medical, insurance and leasing business. Valley National Bank's comprehensive delivery channels enable customers to bank in person, by telephone or online.
For more information about Valley National Bank and its products and services, please visit
or call our 24/7 Customer Service Center at 800-522-4100.
About State Bank
State Bancorp, Inc. is the holding company for State Bank of
. In addition to its seventeen branches located in
, the Bank maintains its corporate headquarters in
. The Bank has built a reputation for providing high-quality personal service to meet the needs of our diverse client base which includes commercial real estate owners and developers, small to middle market businesses, professional service firms, municipalities and consumers. The Bank maintains a web site at
with corporate, investor and branch banking information.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed merger, Valley intends to file a proxy statement/prospectus with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the registration statement (when available) and other documents filed by Valley with the Commission at the Commission's web site at
. These documents may be accessed and downloaded for free at Valley's web site at
or by directing a request to
Dianne M. Grenz
, First Senior Vice President, Valley National Bancorp, at 1455 Valley Road,
Wayne, New Jersey
07470, telephone (973) 305-3380.
Participants in the Solicitation
This communication is not a solicitation of a proxy from any security holder of State Bancorp. However, Valley, State Bancorp, their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from State Bancorp's shareholders in respect of the proposed transaction. Information regarding the directors and executive officers of Valley may be found in its definitive proxy statement relating to its 2011 Annual Meeting of Shareholders, which was filed with the Commission on
March 11, 2011
and can be obtained free of charge from Valley's website. Information regarding the directors and executive officers of State Bancorp may be found in its definitive proxy statement relating to its 2011 Annual Meeting of Shareholders, which was filed with the Commission on
March 25, 2011
and can be obtained free of charge from State Bancorp's website. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Forward Looking Statements
The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management's confidence and strategies and management's expectations about new and existing programs and products, relationships, opportunities, taxation, technology and market conditions. These statements may be identified by such forward-looking terminology as "expect," "believe," "view," "opportunity," "allow," "continues," "reflects," "typically," "usually," "anticipate," or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ from those contemplated by such forward-looking statements include, but are not limited to, the following: failure to obtain shareholder or regulatory approval for the merger of State Bancorp with Valley or to satisfy other conditions to the merger on the proposed terms and within the proposed timeframe including, without limitation, the purchase from the United States Department of the Treasury of each share of State Bancorp's Series A Preferred Stock issued under the Treasury's Capital Purchase Program; the inability to realize expected cost savings and synergies from the merger of State Bancorp with Valley in the amounts or in the timeframe anticipated; changes in the estimate of non-recurring charges; costs or difficulties relating to integration matters might be greater than expected; material adverse changes in Valley's or State Bancorp's operations or earnings; the inability to retain State Bancorp's customers and employees; or a decline in the economy in Valley's primary market areas, mainly in
, as well as the risk factors set forth in Valley's Annual Report on Form 10-K for the year ended
December 31, 2010
. Valley assumes no obligation for updating any such forward-looking statement at any time.
SOURCE Valley National Bancorp
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