Valley National Bancorp Receives Approval for the Acquisition of Oritani Financial Corp. From the Office of the Comptroller o...
August 23 2019 - 8:30AM
Valley National Bancorp (NASDAQ:VLY) (“Valley”) announced today it
received regulatory approval from The Office of the Comptroller of
the Currency (“OCC”) to complete the previously announced merger of
Oritani Financial Corp. (“Oritani”) (NASDAQ: ORIT) with and into
Valley.
The companies entered into a merger agreement in which the
common shareholders of Oritani will receive 1.60 shares of Valley
common stock for each Oritani share they own. The transaction was
valued at an estimated $740 million, based on Valley's closing
stock price on June 25, 2019.
The acquisition represents a significant addition to Valley's
New Jersey franchise, and will meaningfully enhance its presence in
the densely populated and affluent Bergen County market. The
acquisition will also bolster capital, providing greater balance
sheet optionality and the acceleration of previously disclosed
strategic initiatives.
The combined company at close 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.
The merger is subject to regulatory action by the Board of
Governors of the Federal Reserve System among other conditions,
including approval by the shareholders of both Valley and
Oritani.
About Valley As the principal subsidiary of
Valley National Bancorp, Valley National Bank is a regional bank
with approximately $33.0 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 It
In connection with the proposed Merger, Valley
intends to file with the Securities and Exchange Commission (the
“Commission”) 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 WHEN IT BECOMES AVAILABLE
BECAUSE IT 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 filed by Valley and
Oritani with the Commission at the Commission’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 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
Solicitation
This 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
for the year ended June 30, 2018, 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, 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 Statement
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 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; the inability to realize expected cost savings and
synergies from the Merger 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 Merger;
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 Merger announcement 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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