WAYNE, N.J., Dec. 15, 2017 /PRNewswire/ -- Valley
National Bancorp (NYSE: VLY) ("Valley") and USAmeriBancorp,
Inc. ("USAB") (OTC Pink: USAB) jointly announced today that
regulatory and shareholder approvals necessary to complete the
previously announced merger of USAB with and into Valley have been
received. It is anticipated that the common shareholders
of USAB will receive 6.100 shares of Valley common stock for each
share of USAB common stock that they hold since the exchange ratio
is subject to adjustment in the event Valley's average closing
price is less than $11.50 or greater
than $13.00 prior to closing.
The merger is expected to be effective on January 1, 2018, subject to the completion of
remaining closing conditions.
As of September 30, 2017, USAB,
largely through its wholly-owned subsidiary, USAmeriBank, had
approximately $4.5 billion in assets,
$3.6 billion in net loans, and
$3.6 billion in deposits, and
maintains a branch network of 30 offices. The acquisition
represents a significant addition to Valley's Florida franchise, and will meaningfully
enhance its presence in the Tampa
Bay market, which is Florida's second largest metropolitan area by
population.
The acquisition will also bring Valley to the Birmingham, Montgomery, and Tallapoosa areas in Alabama. The
combined company is expected to have more than $28 billion in assets and 238 branches.
About Valley
Valley National Bancorp is a regional bank holding company
headquartered in Wayne, New Jersey
with nearly $24 billion in assets.
Its principal subsidiary, Valley National Bank, currently operates
over 200 branch locations in northern and central New Jersey, the New
York City boroughs of Manhattan, Brooklyn, Queens and Long
Island, and Florida. Valley
National Bank is one of the largest commercial banks headquartered
in New Jersey 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. For more information about
Valley National Bank and its products and services, please visit
www.valleynationalbank.com or call our Customer Service Center at
800-522-4100.
About USAmeriBank
USAmeriBank is an independent, non-public bank based in
Clearwater, Florida, that has
established itself as an outstanding middle-market financial
institution. The bank serves the needs of individuals and
businesses in the Tampa Bay area
in Florida, and in the
Birmingham, Montgomery and Tallapoosa areas in Alabama, by providing a high-level of
personalized service and attention to a targeted customer base.
USAmeriBank's parent company is USAmeriBancorp, Inc. More
information is available at www.USAmeriBank.com.
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,
acquisitions, relationships, opportunities, taxation, technology,
market conditions and economic expectations. These statements may
be identified by such forward-looking terminology as "should,"
"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 materially from those
contemplated by such forward-looking statements include, but are
not limited to:
- weakness or a decline in the economy, mainly in New Jersey, New
York and Florida, as well
as an unexpected decline in commercial real estate values within
our market areas;
- less than expected cost reductions and revenue enhancement from
Valley's cost reduction plans including its earnings enhancement
program called "LIFT";
- damage verdicts or settlements or restrictions related to
existing or potential litigations arising from claims of breach of
fiduciary responsibility, negligence, fraud, contractual claims,
environmental laws, patent or trade mark infringement, employment
related claims, and other matters;
- the loss of or decrease in lower-cost funding sources within
our deposit base may adversely impact our net interest income and
net income;
- cyber attacks, computer viruses or other malware that may
breach the security of our websites or other systems to obtain
unauthorized access to confidential information, destroy data,
disable or degrade service, or sabotage our systems;
- results of examinations by the OCC, the FRB, the CFPB and other
regulatory authorities, including the possibility that any such
regulatory authority may, among other things, require us to
increase our allowance for credit losses, write-down assets,
require us to reimburse customers, change the way we do business,
or limit or eliminate certain other banking activities;
- changes in accounting policies or accounting standards,
including the new authoritative accounting guidance (known as the
current expected credit loss (CECL) model) which may increase the
required level of our allowance for credit losses after adoption on
January 1, 2020;
- higher or lower than expected income tax expense or tax rates,
including increases or decreases resulting from changes in tax
laws, regulations and case law;
- our inability or determination not to pay dividends at current
levels, or at all, because of inadequate future earnings,
regulatory restrictions or limitations, changes in our capital
requirements or a decision to increase capital by retaining more
earnings;
- higher than expected loan losses within one or more segments of
our loan portfolio;
- unanticipated loan delinquencies, loss of collateral, decreased
service revenues, and other potential negative effects on our
business caused by severe weather or other external events;
- unexpected significant declines in the loan portfolio due to
the lack of economic expansion, increased competition, large
prepayments, changes in regulatory lending guidance or other
factors;
- the failure of other financial institutions with whom we have
trading, clearing, counterparty and other financial
relationships.
- the risk that the businesses of Valley and USAB may not be
combined successfully, or such combination may take longer or be
more difficult, time-consuming or costly to accomplish than
expected;
- the diversion of management's time on issues relating to the
merger with USAB;
- the inability to realize expected cost savings and synergies
from the merger of USAB with Valley in the amounts or in the
timeframe anticipated; and
- the inability to retain USAB's customers and employees.
A detailed discussion of factors that could affect our results
is included in our SEC filings, including the "Risk Factors"
section of our Annual Report on Form 10-K for the year ended
December 31, 2016 and Quarterly
Report on Form 10-Q for the period ended September 30, 2017.
We undertake no duty to update any forward-looking statement to
conform the statement to actual results or changes in our
expectations. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements.
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SOURCE Valley National Bancorp