Valley National Bancorp Receives Application Waiver for the Acquisition of Oritani Financial Corp. From the Federal Reserve
October 25 2019 - 8:30AM
Valley National Bancorp (NASDAQ:VLY) (“Valley”) announced today it
received notice from the Board of Governors of the Federal Reserve
System that it waived the requirement for a bank merger application
for the previously announced merger of Oritani Financial Corp.
(NASDAQ: ORIT) (“Oritani”) with and into Valley (the “Proposed
Transaction”). In conjunction with the previously announced
approval from the Office of the Comptroller of the Currency, Valley
has obtained the requisite regulatory approvals to complete the
Proposed Transaction.
The Proposed Transaction remains subject to other customary
closing conditions, including approval by the shareholders of both
Valley and Oritani. Valley and Oritani will hold their respective
shareholder meetings on November 14, 2019 to vote on the Proposed
Transaction. If shareholders approve, Valley and Oritani expect to
close the Proposed Transaction in the fourth quarter of 2019.
The combined company is expected to have approximately $38
billion in assets, $30 billion in loans, $29 billion in deposits,
and 245 branches across New Jersey, New York, Florida, and
Alabama.
About Valley As the principal subsidiary of
Valley National Bancorp, Valley National Bank is a regional bank
with approximately $33.8 billion in assets. Valley is committed to
giving people and businesses the power to succeed. Valley operates
over 200 branches across New Jersey, New York, Florida and Alabama,
and is committed to providing the most convenient service, the
latest innovations and an experienced and knowledgeable team
dedicated to meeting customer needs. Helping communities grow and
prosper is the heart of Valley's corporate citizenship philosophy.
To learn more about Valley, go to www.valley.com or call our
Customer Service Center at 800-522-4100. About
Oritani Oritani Financial Corp. is the holding company for
Oritani Bank, a New Jersey state chartered bank offering a full
range of retail and commercial loan and deposit products. Oritani
Bank is dedicated to providing exceptional personal service to its
individual and business customers. Oritani currently operates its
main office and 25 full-service branches in the New Jersey Counties
of Bergen, Hudson, Essex and Passaic. For additional information
about Oritani Bank, please visit www.oritani.com.
Additional Information and Where to Find ItIn
connection with the Proposed Transaction, Valley filed with the SEC
a Registration Statement on Form S-4 containing a joint proxy
statement of Valley and Oritani that also constitutes a prospectus
of Valley. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE IT CONTAINS IMPORTANT
INFORMATION. Investors and security holders may obtain a free
copy of the registration statement, including the joint proxy
statement/prospectus, and other documents filed by Valley and
Oritani with the SEC at the SEC’s web site at www.sec.gov.
These documents may be accessed and downloaded for free at Valley’s
web site at http://www.valleynationalbank.com/filings.html or by
directing a request to Ronald H. Janis, Senior Executive Vice
President & General Counsel, Valley National Bancorp, at 1455
Valley Road, Wayne, New Jersey 07470, telephone (973) 305-8800.
Oritani’s documents may be accessed and downloaded for free at
Oritani’s website at www.oritani.com oritani.com or by directing a
request to Kevin Lynch, Chairman, President and Chief Executive
Officer, Oritani Financial Corp., at 370 Pascack Road, Township of
Washington, New Jersey 07676, telephone (201) 664-5400.
Participants in the
SolicitationThis communication is not a solicitation of a
proxy from any security holder of Valley or Oritani. However,
Valley, Oritani, their respective directors and executive officers
and other persons may be deemed to be participants in the
solicitation of proxies from security holders of Valley or Oritani
in respect of the Proposed Transaction. Information regarding
the directors and executive officers of Valley may be found in its
definitive proxy statement relating to its 2019 Annual Meeting of
Shareholders filed with the Commission on March 8, 2019 and its
Annual Report on Form 10-K for the year ended December 31, 2018,
each of which can be obtained free of charge from Valley’s
website. Information regarding the directors and executive
officers of Oritani may be found in its definitive proxy statement
relating to its 2018 Annual Meeting of Stockholders filed with the
Commission on October 11, 2018 and its Annual Report on Form 10-K
and Form 10-KA for the year ended June 30, 2019, each of which can
be obtained free of charge from Oritani’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, is contained in the joint proxy
statement/prospectus and other relevant materials to be filed with
the SEC.
Forward-Looking StatementThe
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 Transaction. 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 approval for the Proposed
Transaction or to satisfy other conditions to the Proposed
Transaction on the proposed terms and within the proposed timeframe
including, without limitation, delays in closing the Proposed
Transaction; the inability to realize expected cost savings and
synergies from the Proposed Transaction in amounts or in the
timeframe anticipated; changes in the estimates of non-recurring
charges; the diversion of management’s time on issues relating to
the Proposed Transaction; costs or difficulties relating to Oritani
integration matters might be greater than expected; changes in the
stock price of Valley from the date of the announcement of the
Proposed Transaction to the closing date; material adverse changes
in Valley’s or Oritani’s operations or earnings; the inability to
retain customers and qualified employees of Oritani; developments
in the DC Solar bankruptcy and federal investigations that could
require the recognition of additional tax provision charges related
to uncertain tax liability positions; higher or lower than expected
income tax expense or tax rates, including increases or decreases
resulting from changes in uncertain tax position liabilities, tax
laws, regulations and case law; and weakness or a decline in the
U.S. economy, in particular in New Jersey, the New York
Metropolitan area (including Long Island), Florida and Alabama, as
well as an unexpected decline in commercial real estate values
within our market areas, as well as the risk factors set forth in
Valley’s Annual Report on Form 10-K for the year ended December 31,
2018. Valley assumes no obligation for updating any such
forward-looking statement at any time.
Contact:
Valley National BancorpMichael
HagedornSenior Executive Vice President and Chief
Financial Officer973-872-4885
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