WAYNE, N.J. and BOCA RATON, Fla., May
8, 2014 /PRNewswire/ -- The Boards of Directors of Valley
National Bancorp ("Valley") (NYSE: VLY) and 1st
United Bancorp, Inc. ("1st United") (Nasdaq:
FUBC) announced today that the companies have entered into a
merger agreement whereby the common shareholders of 1st
United will receive 0.89 of a share of Valley common stock for each
1st United share they own, subject to adjustment in the
event Valley's average stock price falls below $8.09 or rises above $12.13 prior to closing. The transaction is
valued at an estimated $312 million,
based on Valley's closing stock price on May
5, 2014 (and includes the cash consideration that will be
paid to 1st United stock option holders).
1st United, and its wholly-owned subsidiary,
1st United Bank, with approximately $1.7 billion in assets, $1.2 billion in loans, and $1.4 billion in deposits, has a 21 branch network
covering the most attractive urban banking markets in Florida, including locations throughout
southeast Florida, the Treasure
Coast, central Florida and central
Gulf Coast regions. This bold and unique expansion opportunity will
provide an entrée for Valley into Florida's high growth market, beyond its
traditional Northeastern regional footprint. 1st
United's experienced management team will join Valley to lead its
continued expansion efforts in Florida, and complement Valley's growth
initiatives in the New Jersey and
New York Metropolitan markets.
Valley's decision to enter the Florida 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
Florida markets, as well as
bolstered by the following attractive key demographics and facts
about Florida:
- The 4th largest population in the U.S. (projected to
be 3rd 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 21st largest economy in the world &
4th largest GDP in the U.S.;
- Personal income ranked 1st in the Southeast;
and
- A high level of organic and bank acquisition expansion
opportunities.
Valley anticipates that the merger with 1st United
will be a non-taxable transaction. The combined company is expected
to have approximately $18.1 billion
in assets, $12.9 billion in loans,
$12.7 billion in deposits, 225
branches covering northern and central New Jersey, New
York (including Manhattan,
Brooklyn, Queens and Long
Island), and southeast and central Florida.
"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, "1st United is currently the seventh
largest publicly-held bank headquartered in Florida by deposits, and shares a similar
corporate culture to Valley. With its middle market
commercial corporate emphasis, 1st United has an
experienced and conservative banking team, and strong core deposit
and capital bases. Rudy Schupp,
1st United's CEO, with the support of their Board of
Directors led by Chairman Warren
Orlando along with President and Chief Financial Officer
John Marino, have done an excellent
job of opportunistically expanding the 1st 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
Florida 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 1st 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, 1st 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, 1st United's CEO
Rudy Schupp stated, "We at
1st 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 Florida bankers, will provide the valuable
ingredients needed to expand the Florida 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 1st United shareholder will receive 0.89
shares of Valley National Bancorp common stock for each share of
1st 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 $8.09,
then Valley will increase the 0.89 exchange ratio so that
1st United shareholders receive $7.20 in Valley common stock or $7.20 in Valley common stock and cash for each
1st 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 $12.13, then Valley will decrease the 0.89
exchange ratio so that 1st United shareholders receive
$10.80 in Valley common stock for
each 1st 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.
Combination of Strong and Well-Capitalized Banks
With the exception of its geographic location, this transaction
with 1st United has similar characteristics to the
whole-bank acquisitions undertaken by Valley throughout its
history. It is designed to deliver profitable growth while
maintaining strong credit quality and a well-capitalized balance
sheet. Selected data for the combined entity, on a pro-forma
basis as of March 31, 2014,
include:
- Over $18 billion in assets
- Nearly $13 billion in loans
- 225 branches, including 161 in northern and central
New Jersey, 43 in Manhattan, Brooklyn, Queens and Long
Island, and 21 in southeast and central Florida
- Regulatory ratios above minimum levels required to be
considered "well-capitalized."
1st United Bank's executive and operations
center in West Palm Beach, Florida
will become Valley's Florida Regional Office. As is the case
with Valley's other regional lending divisions throughout
New Jersey and the boroughs of
New York, the Bank's regional
lending and decision making will be made by local lenders, led by
Mr. Schupp, based in West Palm
Beach. Leveraging technology, including remote deposit
capture, and video conferencing, Valley will support Mr. Schupp and
their team with minimum disruption to clients. Already,
Valley supports decentralized lending operations in New Jersey, New York
City and Long Island.
Additionally, Valley's larger lending limits, broad range of
consumer loan products, coupled with trust, insurance and
investment advisory services should provide more flexibility and
opportunities for the new Florida Region Team to grow the franchise
in Florida.
Transaction Summary
Following are selected terms and metrics associated with the
transaction based upon current projections:
- Purchase price represents a 0.89 for 1 exchange ratio
- Total transaction value of approximately $312 million
- Price to tangible book value of 1.80x
- Tangible book value dilution of 2.7 percent with an expected
4.25 year earn-back period
- Anticipated to be accretive to earnings in 2015
- 16.7 percent core deposit premium
Valley was advised by MG Advisors, Inc., the investment banking
firm of Sandler, O'Neill & Partners, L.P., and the law firm of
Day Pitney LLP. 1st United was advised by the
investment banking firm of Keefe, Bruyette & Woods, a Stifel
Company, as well as the law firm of Gunster, Yoakley & Stewart,
P.A.
Investor Conference Call
Executives from Valley and 1st United will host a
conference call with investors and the financial community at
10:00 AM Eastern Daylight Time, on
Thursday, May 8, 2014 to discuss this
transaction. Those wishing to participate in the call may
dial toll-free (866) 814-8476. Investor presentation
materials on this transaction will be made available prior to the
conference call at www.valleynationalbank.com and
www.1stunitedbankfl.com. A replay of the teleconference will be
available beginning at 12:00 PM on
May 8, 2014 and ending at
11:59 PM on May 19, 2014 by dialing 800-475-6701
(International – 1-320-365-3844), access code 326724.
The teleconference will also be webcast live and archived on
Valley's website through May 19,
2014.
About Valley
Valley National Bancorp is a regional bank holding company
headquartered in Wayne, New Jersey
with $16.3 billion in assets. Its
principal subsidiary, Valley National Bank, currently operates 204
branches in 144 communities serving 16 counties throughout northern
and central New Jersey,
Manhattan, Brooklyn, Queens and Long
Island. 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 24 hours a day, 7 days a week. For more information about
Valley National Bank and its products and services, please visit
www.valleynationalbank.com or call our 24/7 Customer Service Center
at 800-522-4100.
About 1st United
1st United is a $1.7
billion financial holding company headquartered in
Boca Raton, Florida.
1st United's principal subsidiary, 1st United
Bank, is a Florida chartered
commercial bank, which operates 21 branches in southeast and
central Florida, including
Brevard, Broward, Hillsborough, Indian
River, Miami-Dade,
Orange, Palm Beach, and Pinellas Counties. 1st United Bank, which has
grown both through organic growth and opportunistic acquisitions,
has carved out a special niche in the Florida marketplace by listening to the needs
of its customers and community businesses and focused on
relationship building with customers, investors and business
leaders. 1st United's principal executive office
and mailing address is One North Federal Highway, Boca Raton, FL 33432 and its telephone number
is (561) 362-3431. 1st United's stock is listed on the
NASDAQ Global Select Market under the symbol "FUBC". 1st
United maintains a website at www.1stunitedbankfl.com 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 Registration Statement on Form S-4 that
will include a joint proxy statement of Valley and 1st
United and a prospectus of Valley with the Securities and Exchange
Commission. Both Valley and 1st United may file
other documents with the SEC regarding the proposed
transaction. A definitive joint proxy statement will be
mailed to the shareholders of Valley and 1st United.
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 THE 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
1st United at the Commission's website at
www.sec.gov. These documents may be accessed and downloaded
for free at Valley's website 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 or at www.1stunitedbankfl.com or by
directing a request to John Marino,
President and Chief Financial Officer, 1st United
Bancorp, Inc. at One N. Federal Highway, Boca Raton, Florida 33432, telephone (561)
362-3435.
Participants in the Solicitation
This communication is not a solicitation of a proxy from any
security holder of 1st United or Valley. However,
Valley, 1st United, their respective directors and
executive officers and other persons may be deemed to be
participants in the solicitation of proxies from 1st
United'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. 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. Information regarding the directors and executive
officers of 1st United 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 1st United'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 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,
including but not limited to those regarding the proposed business
combination ("Merger") between Valley and 1st
United. 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
1st United with Valley or to satisfy other conditions to
the merger on the proposed terms and within the proposed timeframe
including, without limitation; delays in closing the Merger;
reaction to the Merger of 1st United'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 1st United 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 1st United to Valley; changes in the
stock price of Valley from the date of the merger announcement to
the closing date; material adverse changes in Valley's or
1st United's operations or earnings; the inability to
retain 1st United'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 Valley's Annual Report on Form 10-K for the
year ended December 31, 2013 and
1st United's Annual Report on Form 10-K for the year
ended December 31, 2013.
Neither Valley nor 1st United assumes any obligation for
updating any such forward-looking statement at any time.
SOURCE Valley National Bancorp