New York Community Bancorp, Inc. (NYSE: NYB): Transaction
Highlights Earnings-accretive: Immediately accretive to NYB�s
diluted GAAP and cash earnings per share. Capital-accretive:
Immediately accretive to NYB�s tangible book value per share.
Expands the franchise: Adds 20 branches to NYB�s franchise in
central New Jersey. Increases market share: Boosts NYB�s market
position from 19th to 9th in Union County, while strengthening its
market share in the counties of Monmouth and Middlesex. Attractive
transaction metrics: Core deposit premium = 12.3%; total deposit
premium = 10.2%; price to tangible book value = 1.6x. Enhances
profitability: Significant opportunities for cost savings and
profitable deployment of post-merger cash flows into multi-family
and other higher-yielding loans. New York Community Bancorp, Inc.
(NYSE: NYB), the $30.3 billion holding company for New York
Community Bank and New York Commercial Bank, and Synergy Financial
Group, Inc. (NASDAQ/Global Market: SYNF) (�Synergy�), the $966.5
million holding company for Synergy Bank, today announced the
signing of a definitive agreement pursuant to which Synergy will
merge with and into New York Community Bancorp. The proposed
transaction will add 20 branches to New York Community Bancorp�s
franchise in New Jersey, where it currently has 32 branches,
including 24 branches that were acquired on April 2, 2007 in
connection with its acquisition of PennFed Financial Services,
Inc., the parent company of Penn Federal Savings Bank. The combined
New Jersey franchise will have 52 branches serving customers in six
counties, including 28 in the central New Jersey counties of Union,
Monmouth, and Middlesex. On a pro forma basis, the addition of
Synergy�s 20 branches will boost New York Community Bancorp�s
market rank from 20 to 10 in these three counties, combined. Under
the terms of the agreement, which has been unanimously approved by
the Boards of Directors of both companies, Synergy shareholders
will receive 0.80 of a share of New York Community Bancorp common
stock in a tax-free exchange for each share of Synergy common stock
held at the closing date. Based on New York Community Bancorp�s
closing price of $17.73 on May 11, 2007, the transaction values
each share of Synergy at $14.18. The transaction has an approximate
value of $168.4 million, representing approximately 1.6 times
Synergy�s tangible book value at March 31, 2007. In addition, the
transaction value represents a 12.3% core deposit premium and a
total deposit premium of 10.2% at that date. Consistent with New
York Community Bancorp�s history of accretive transactions, the
acquisition is expected to be immediately accretive to its diluted
GAAP and cash earnings per share. The transaction is expected to be
completed in the fourth quarter of 2007, pending the approval of
Synergy�s shareholders and the approval of state and federal
regulatory agencies. In connection with their approval of the
definitive agreement, the directors and certain executive officers
of Synergy, who collectively own approximately 11.6% of its shares
outstanding, have each entered into a voting agreement in favor of
the transaction. Synergy was advised by Sandler O�Neill &
Partners, L.P. in the transaction, and legal counsel was provided
by Malizia Spidi & Fisch, PC. Bear, Stearns & Co. Inc.
served as advisor to New York Community Bancorp and Muldoon Murphy
& Aguggia LLP served as legal counsel. Commenting on the
transaction, Joseph R. Ficalora, Chairman, President, and Chief
Executive Officer of New York Community Bancorp, stated, �We are
very excited by this opportunity to strengthen our presence in
central New Jersey, and by the extent to which Synergy�s branches
complement those we acquired in our recent transaction with
PennFed. With 155 branches in New York alone, and our growing
franchise in New Jersey, we are increasingly well positioned to
serve our customers throughout the Metro New York region, and to
compete in this highly attractive marketplace. �It also is worth
noting that Synergy shares our commitment to community banking, a
fact that will surely facilitate the integration of our banks. We
look forward to serving their customer base, to the addition of
their deposits, and to the opportunity to generate cash flows for
investment in higher-yielding assets through the post-merger
repositioning of our combined balance sheet. In addition, the
Synergy transaction fulfills the first requirement of any
transaction we engage in: It will be immediately accretive to the
Company�s diluted earnings per share. Furthermore, the transaction
will be immediately accretive to our tangible book value per
share,� Mr. Ficalora said. John S. Fiore, President and Chief
Executive Officer of Synergy, stated, �Today�s announcement is in
line with our commitment to enhancing shareholder value, and to the
customers and the communities we have enjoyed serving for so many
years. By joining New York Community--one of the premier community
banks in the Metro New York region--we are providing our investors
with an opportunity to realize greater returns on their investment,
and our customers with access to a significantly broader menu of
products and services. In addition, the proximity of our branches
to PennFed�s in Monmouth, Union, and Middlesex Counties will mean
greater convenience for our customers as well as New York
Community�s. �I also am very pleased to report that, in connection
with our agreement with New York Community Bancorp, the Board of
Directors of Synergy has elected to forego certain payments in
favor of increasing the quarterly cash dividend to be paid to
Synergy�s shareholders from $0.06 to $0.07 per share. The increase
will take effect in the second quarter of 2007,� Mr. Fiore said.
Company Profiles New York Community Bancorp, Inc. With assets of
$30.3 billion (including those acquired in the recent PennFed
transaction), New York Community Bancorp, Inc. is the holding
company for New York Community Bank and New York Commercial Bank,
and the leading producer of multi-family loans for portfolio in New
York City. The fourth largest thrift depository in its market, New
York Community Bank has 160 offices serving New York City, Long
Island, and Westchester County in New York and Essex, Union,
Hudson, Monmouth, Ocean, and Middlesex Counties in New Jersey, and
operates through eight local divisions: Queens County Savings Bank,
Roslyn Savings Bank, Richmond County Savings Bank, Roosevelt
Savings Bank, CFS Bank, First Savings Bank of New Jersey, Ironbound
Bank, and Penn Federal Savings Bank. New York Commercial Bank
currently has 27 branches serving Manhattan, Queens, Brooklyn,
Westchester County, and Long Island, including 17 branches of
Atlantic Bank. Additional information about New York Community
Bancorp, Inc. and its bank subsidiaries is available at
www.myNYCB.com and www.NewYorkCommercialBank.com. Synergy Financial
Group, Inc. Synergy Financial Group, Inc. is the $966.5 million
holding company for Synergy Bank and Synergy Financial Services,
Inc. The Company provides a diversified line of products and
financial services to individuals and small to mid-size businesses
through a network of 20 branch offices located in Middlesex,
Monmouth, and Union Counties in New Jersey. An additional branch
office is scheduled to open in Mercer County in June 2007.
Additional information about Synergy Financial Group, Inc. and its
subsidiaries is available at www.synergyonthenet.com. This press
release does not constitute an offer to sell or a solicitation of
an offer to buy any securities. The proposed transaction will be
submitted to Synergy�s stockholders for their consideration. New
York Community Bancorp, Inc. will file a registration statement
containing a proxy statement/prospectus that will be sent to
Synergy�s stockholders, and other relevant documents concerning the
proposed transaction, with the U.S. Securities and Exchange
Commission (the �SEC�). Synergy will file relevant documents
concerning the proposed transaction with the SEC. WE URGE INVESTORS
TO READ THE REGISTRATION STATEMENT CONTAINING THE PROXY
STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED
WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors
will be able to obtain these documents free of charge at the SEC�s
web site (www.sec.gov). In addition, documents filed with the SEC
by New York Community Bancorp, Inc. will be available free of
charge from the Investor Relations Department, New York Community
Bancorp, Inc., 615 Merrick Avenue, Westbury, New York 11590.
Documents filed with the SEC by Synergy will be available free of
charge from the Corporate Secretary, Synergy Financial Group, Inc.,
310 North Avenue East, Cranford, New Jersey 07016. The directors,
executive officers, and certain other members of management of
Synergy Financial Group, Inc. may be soliciting proxies in favor of
the transaction from the company�s shareholders. For information
about these directors, executive officers, and members of
management, please refer to Synergy�s proxy statement for the 2007
Annual Meeting of Stockholders, which is available on its web site
and on the SEC�s web site, and at the address provided in the
preceding paragraph. Safe Harbor Provisions of the Private
Litigation Reform Act of 1995 This release, like other written and
oral communications presented by New York Community Bancorp, Inc.
and Synergy Financial Group, Inc. (the �Companies�) and their
authorized officers, may contain certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. The Companies intend such forward-looking statements to be
covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform
Act of 1995, and are including this statement for purposes of said
safe harbor provisions. Forward-looking statements, which are based
on certain assumptions, may be identified by their reference to
future periods and include, without limitation, those statements
relating to the anticipated effects of the transaction between the
Companies. The following factors, among others, could cause the
actual results of the transaction and the expected benefits of the
transaction to the combined company and to the Companies�
shareholders to differ materially from the expectations stated in
this release: the ability of the Companies to consummate the
transaction; a materially adverse change in the financial condition
or results of operations of either company; the ability of New York
Community Bancorp, Inc. to successfully integrate the assets,
liabilities, customers, systems, and any management personnel it
may acquire into its operations pursuant to the transaction; and
the ability to realize the related revenue synergies and cost
savings within the expected time frames. In addition, factors that
could cause the actual results of the transaction to differ
materially from current expectations include, but are not limited
to, general economic conditions and trends, either nationally or
locally in some or all of the areas in which the Companies and
their customers conduct their respective businesses; conditions in
the securities markets or the banking industry; changes in interest
rates, which may affect the Companies� net income, the level of
prepayment penalties and other future cash flows, or the market
value of their assets; changes in deposit flows, and in the demand
for deposit, loan, and investment products and other financial
services in the Companies� local markets; changes in the financial
or operating performance of the Companies� customers� businesses;
changes in real estate values, which could impact the quality of
the assets securing the Companies� loans; changes in the quality or
composition of the Companies� loan or investment portfolios;
changes in competitive pressures among financial institutions or
from non-financial institutions; changes in the customer base of
either company; potential exposure to unknown or contingent
liabilities of companies targeted for acquisition, or in the
process of being acquired, by New York Community Bancorp, Inc; the
Companies� timely development of new lines of business and
competitive products or services within existing lines of business
in a changing environment, and the acceptance of such products or
services by the Companies� customers; any interruption or breach of
security resulting in failures or disruptions in customer account
management, general ledger, deposit, loan, or other systems; the
outcome of pending or threatened litigation or of other matters
before regulatory agencies, or of matters resulting from regulatory
exams, whether currently existing or commencing in the future;
environmental conditions that exist or may exist on properties
owned by, leased by, or mortgaged to the Companies; changes in
estimates of future reserve requirements based upon the periodic
review thereof under relevant regulatory and accounting
requirements; changes in banking, securities, tax, environmental
protection, and insurance law, regulations, and policies, and the
ability to comply with such changes in a timely manner; changes in
accounting principles, policies, practices, or guidelines; changes
in legislation and regulation; operational issues stemming from
and/or capital spending necessitated by the potential need to adapt
to industry changes in information technology systems, on which the
Companies are highly dependent; changes in the monetary and fiscal
policies of the U.S. Government, including policies of the U.S.
Treasury and the Federal Reserve Board; war or terrorist
activities; and other economic, competitive, governmental,
regulatory, and geopolitical factors affecting the Companies�
operations, pricing, and services. Additionally, the timing and
occurrence or non-occurrence of events may be subject to
circumstances beyond the Companies� control. It also should be
noted that New York Community Bancorp, Inc. routinely evaluates
opportunities to expand through acquisition and frequently conducts
due diligence activities in connection with such opportunities. As
a result, acquisition discussions and, in some cases, negotiations,
may take place in the future, and acquisitions involving cash,
debt, or equity securities may occur. Readers are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date of this release. Except as required by
applicable law or regulation, the Companies disclaim any obligation
to update any forward-looking statements.
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