Current Report Filing (8-k)
May 08 2014 - 8:16AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 8, 2014
(Exact
name of registrant as specified in its charter)
Florida |
|
001-34462 |
|
65-0925265 |
(State
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer Identification No.) |
One North Federal Highway, Boca Raton, Florida |
|
33432 |
(Address of principal
executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (561) 362-3435
(Former Name
or Former Address, if Changed Since Last Report) |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
x Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1ST
UNITED BANCORP, INC.
FORM
8-K
CURRENT
REPORT
Item
8.01 Other Events
On May 8,
2014, 1st United Bancorp, Inc. (the “Registrant”) announced its entry into an Agreement and Plan of Merger
with Valley National Bancorp (“Valley”) providing for the merger of the Registrant with and into Valley, with Valley
as the surviving entity (the “Merger”). The Registrant and Valley will host a live conference call for investors on
Thursday, May 8, 2014 at 10:00 a.m. EDT to provide details regarding the Merger. Those wishing to participate in the conference
call may dial toll-free (866) 814-8476.
The Registrant
and Valley issued a joint press release in connection with the announcement of the Merger, which is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
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 Registration Statement on Form S-4 that will include a joint
proxy statement of Valley and the Registrant and prospectus of Valley (the “Joint Proxy Statement/Prospectus”) with
the U.S. Securities and Exchange Commission (the “Commission”). Both the Registrant and Valley intend to file other
documents with the Commission regarding the Merger. The Joint Proxy Statement/Prospectus will be mailed to the shareholders of
the Registrant and Valley. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES
AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE COMMISSION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the registration statement
(when available), including the Joint Proxy Statement/Prospectus, and other documents containing information about Valley and
the Registrant with the Commission at the Commission’s web site at www.sec.gov. These documents may also be accessed and
downloaded for free at the Registrant’s web site at http://www.1stunitedbankfl.com or by directing a request to John Marino,
President, 1st United Bancorp, Inc., at One North Federal Highway, Boca Raton, Florida 33432, telephone (561) 616-3046 or at Valley’s
web site at http://www.valleynationalbank.com/filings.html or by directing a request to Dianne M. Grenz, Executive 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 the Registrant or Valley. However, Valley, the Registrant, their
respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies
from the Registrant’s shareholders in respect of the Merger and the solicitation of proxies from Valley’s shareholders
in respect of the amendment to its certificate of incorporation to increase the authorized common shares by 100 million. Information
regarding the directors and executive officers of the Registrant may be found in its definitive proxy statement relating to its
2014 Annual Meeting of Shareholders, which was filed with the Commission on April 17, 2014 and can be obtained free of charge
from the Registrant’s website. Information regarding the directors and executive officers of Valley may be found in its
definitive proxy statement relating to its 2014 Annual Meeting of Shareholders, which was filed with the Commission on March 10,
2014 and can be obtained free of charge from Valley’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 Joint Proxy Statement/Prospectus and other relevant materials to be filed with the Commission 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, including but
not limited to those regarding the proposed Merger. 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 the Registrant with
Valley or to satisfy other conditions to the Merger on the proposed terms and within the proposed timeframe; delays in closing
the Merger; reaction to the Merger of the Registrant’s customers and employees; the diversion of management’s time
on issues relating to the Merger; the inability to realize expected cost savings and synergies from the merger of the Registrant
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; failure to obtain the FDIC’s consent to the assignment of
the shared-loss agreements with the Registrant to Valley; changes in the stock price of Valley prior to closing; material adverse
changes in Valley’s or the Registrant’s operations or earnings; the inability to retain the Registrant’s customers
and employees; or a decline in the economy, mainly in New Jersey, New York and Florida, as well as the risk factors set forth
in the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013 and Valley’s Annual Report on
Form 10-K for the year ended December 31, 2013. Neither the Registrant nor Valley assumes any obligation for updating any such
forward-looking statement at any time.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Joint
Press Release, dated May 8, 2014.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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1ST
UNITED BANCORP, INC. |
|
|
|
|
|
Date: |
May
8, 2014 |
By: |
/s/
John Marino |
|
|
|
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John Marino, |
|
|
|
|
President and
Chief Financial Officer |
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EXHIBIT
INDEX
|
|
|
Exhibit
Number |
Description |
|
|
|
99.1 |
Joint
Press Release, dated May 8, 2014. |
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