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TheStreet Open House

Acquisition Of Sterling Bancorp By Provident New York Bancorp May Not Be In The Best Interests Of Sterling Bancorp Shareholders

SAN DIEGO and NEW YORK, April 8, 2013 /PRNewswire/ -- Shareholder rights attorneys at Robbins Arroyo LLP are investigating the acquisition of Sterling Bancorp (NYSE: STL) by Provident New York Bancorp (NYSE: PBNY).  On April 4, 2013, the two companies jointly announced the signing of a definitive merger agreement whereby Sterling Bancorp shareholders will receive 1.2625 shares of Provident stock for each share of Sterling Bancorp stock, or $11.12 per share.

(Logo: http://photos.prnewswire.com/prnh/20130103/MM36754LOGO)

Sterling Bancorp Shareholders Might Not Receive Maximum Value for Their Stock

Robbins Arroyo LLP's investigation focuses on whether the board of directors at Sterling Bancorp is undertaking a fair process to obtain maximum value and adequately compensate its shareholders in the merger or whether they are seeking to benefit themselves.      

The $11.12 merger consideration represents a premium of only 11.2% based on Sterling Bancorp's closing price on April 3, 2013, the last trading day prior to the merger announcement.  Moreover, the $11.12 offer price is substantially below the target price of 12.50 set by Sandler O'Neil, and the $12.00 target price set by Jenney Montgomery on February 27, 2013.

Is the Acquisition Best for Sterling Bancorp and Its Shareholders?

On January 24, 2013, Sterling Bancorp released its fourth quarter and full year 2012 earnings reflecting strong financial and operating performance for 2012.  Specifically, the company reported that net income available to shareholders rose to $20 million, as compared to $15.5 million for the full year 2011.  Further, the company's pre-tax income increased 31% for the full year, and 58% for the fourth quarter, as compared to the same periods in 2011. Moreover, Sterling Bancorp has beat analyst EPS and net income expectations for the last seven quarters.  In announcing these results, Louis J. Cappelli, Sterling Bancorp's Chairman and CEO, commented, "We believe the positive momentum we experienced in 2012 is continuing and that Sterling is well positioned for 2013... We believe that our ability to redeploy our assets, while generating revenue from a diverse and balanced range of sources … will continue to contribute to enhanced shareholder value going forward."

Given these facts, the firm is examining the board of directors' decision to sell Sterling Bancorp now rather than allow shareholders to continue to participate in the company's continued success and future growth prospects.   

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