BOCA RATON, Fla.
May 8, 2014
/PRNewswire/ -- The Boards of Directors of Valley National Bancorp ("Valley")
United Bancorp, Inc. ("1
announced today that the companies have entered into a merger agreement whereby the common shareholders of 1
United will receive 0.89 of a share of Valley common stock for each 1
United share they own, subject to adjustment in the event Valley's average stock price falls below
or rises above
prior to closing. The transaction is valued at an estimated
, based on Valley's closing stock price on
May 5, 2014
(and includes the cash consideration that will be paid to 1
United stock option holders).
United, and its wholly-owned subsidiary, 1
United Bank, with approximately
in loans, and
in deposits, has a 21 branch network covering the most attractive urban banking markets in
, including locations throughout southeast
, the Treasure Coast, central
and central Gulf Coast regions. This bold and unique expansion opportunity will provide an entrée for Valley into
high growth market, beyond its traditional Northeastern regional footprint. 1
United's experienced management team will join Valley to lead its continued expansion efforts in
, and complement Valley's growth initiatives in the
Metropolitan markets. Valley's decision to enter the
market was due to, among other things, Valley's sizable residential mortgage and automobile lending platforms, past real estate and consumer lending experience in the
markets, as well as bolstered by the following attractive key demographics and facts about
- The 4 th largest population in the U.S. (projected to be 3 rd largest by 2015);
- Projected population change +5 percent over the next 3 years;
- Highly attractive tax climate, business friendly attitude with a strong labor force;
- The 21 st largest economy in the world & 4 th largest GDP in the U.S.;
- Personal income ranked 1 st in the Southeast; and
- A high level of organic and bank acquisition expansion opportunities.
Valley anticipates that the merger with 1
United will be a non-taxable transaction. The combined company is expected to have approximately
in deposits, 225 branches covering northern and central
), and southeast and central
"Valley has always employed a highly focused geographic growth strategy based on creating long-term shareholder value, however, we ultimately welcomed this tremendous opportunity to expand into one of the premiere growth markets of
the United States
," remarked Valley Chairman, President & CEO
Gerald H. Lipkin
. Mr. Lipkin added, "1
United is currently the seventh largest publicly-held bank headquartered in
by deposits, and shares a similar corporate culture to Valley. With its middle market commercial corporate emphasis, 1
United has an experienced and conservative banking team, and strong core deposit and capital bases.
United's CEO, with the support of their Board of Directors led by Chairman
along with President and Chief Financial Officer
, have done an excellent job of opportunistically expanding the 1
United franchise since 2003. We are excited about their team's competitive positioning and attractive client base. With this merger, we add a well-positioned institution located in regions of
with very strong demographics that should provide us the necessary springboard for the initial introduction of the Valley brand, as well as a strong foundation for future growth opportunities. We would like to extend our warmest welcome to the 1
United Shareholders, customers, and employees and we look forward to you joining the Valley family."
The Boards of Directors of both companies after extensive review and due diligence have unanimously approved the transaction. Transaction closing is anticipated early in the fourth quarter of 2014, subject to approvals from regulators, 1
United shareholder approval of the merger and Valley shareholder approval of an amendment of its certificate of incorporation to increase its authorized common shares, as well as other customary conditions.
Commenting on the announcement, 1
stated, "We at 1
United are excited about combining with Valley and the opportunity it provides our shareholders, customers, and employees. Valley's substantial resources, similar culture, additional commercial and consumer product lines, and shared growth aspirations, combined with our team of
bankers, will provide the valuable ingredients needed to expand the
franchise for Valley to levels that we expect will make a tremendous contribution to Valley's future results."
Terms of Agreement
Under the terms of the definitive agreement signed by the companies, each 1
United shareholder will receive 0.89 shares of Valley National Bancorp common stock for each share of 1
United common stock. In the event Valley's average share price during the 20 business day period ending 5 days prior to closing is less than
, then Valley will increase the 0.89 exchange ratio so that 1
United shareholders receive
in Valley common stock or
in Valley common stock and cash for each 1
United share they hold. In the event Valley's average share price during the 20 business day period ending 5 days prior to closing is greater than
, then Valley will decrease the 0.89 exchange ratio so that 1
United shareholders receive
in Valley common stock for each 1
United share they hold.
Valley has successfully completed six bank and branch network acquisitions over the last ten years. Each merger was completed efficiently and with no disruption to the existing customer service.