Filed by Valley National Bancorp
pursuant to Rule 425 under the
Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Subject Company: The Westchester Bank Holding Corporation
Commission File Number: 001-11277
The following key points are meant to be a guide as you have conversations with your internal team, customers, business
partners and people in the community about The Westchester Banks merger with Valley Bank.
If you are asked something that is not addressed in this
document, and you are unsure of how to answer, please let the person know that you will find out more information and get back to them. Then ask your manager for the appropriate information or for advice on how best to answer the question.
If you are contacted by a member of the media, please refer them to John Tolomer at 914.282.0858 or jtolomer@twbusa.com.
KEY POINTS
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The Westchester Bank has executed a merger agreement where it agreed to be acquired by Valley Bank, a regional
bank headquartered in Wayne, New Jersey with approximately $42 billion in assets.
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Valley Bank was first founded in 1927. Its NASDAQ trading symbol is VLY.
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Valley is a regional bank with more than 200 locations in northern and central New Jersey, the New York City
area, throughout Florida and Alabama.
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Valley offers a wide array of innovative financial solutions, including residential mortgages, credit cards,
insurance and wealth management services and a full suite of commercial lending services ranging from C&I loans to a robust line of treasury solutions to equipment financing and much more.
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Joining Valley will give your customers access to: more than 200 banking locations throughout New York, New
Jersey, Florida and Alabama; enhanced digital banking solutions and services; and a larger balance sheet that allows us to grow together as one of the premier regional banks in the country.
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Customers will still receive the same great service from the same familiar faces theyve become accustomed
to. Once conversion is complete, youll be able to offer a wider set of innovative consumer and business banking solutions to all your clients.
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There will be no immediate changes to your banking experience and the closing is expected to take place within
the fourth quarter of 2021.
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As we move closer to an official closing and conversion we will continue to update all TWB associates and
customers about our progress and all the great changes that are coming as a result of this merger.
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Important Information and Where
to Find It
This presentation 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 with respect to the proposed acquisition by Valley National Bancorp (Valley) of The Westchester Bank Holding Corporation (Westchester). No offer of securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
In connection with the proposed transaction, Valley will file with the U.S. Securities and Exchange
Commission (the SEC) a Registration Statement on Form S-4 that will include a proxy statement of Westchester and a prospectus of Valley (the Proxy Statement/Prospectus), and Valley may
file with the SEC other relevant documents concerning the proposed transaction. The definitive Proxy Statement/Prospectus will be mailed to stockholders of Westchester. STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY VALLEY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VALLEY, WESTCHESTER AND THE PROPOSED TRANSACTION.
Free copies of the Proxy Statement/Prospectus, as well as
other filings containing information about Valley, may be obtained at the SECs website (http://www.sec.gov) when they are filed by Valley. You will also be able to obtain these documents, when they are filed, free of charge, from Valley at
www.valley.com under the heading Investor Relations. Copies of the Proxy Statement/Prospectus can also be obtained, when it becomes available, free of charge, at Valleys website at http://ir.valleynationalbank.com 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, or by directing a
request to The Westchester Bank Holding Corporation, 12 Water Street, White Plains, New York 10601.
Participants in the Solicitation
This communication is not a solicitation of a proxy from any security holder of Valley or Westchester. However, Valley, Westchester and certain of their
respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Westchester in respect of the proposed transaction. Information about Valleys directors and executive officers
is available in its proxy statement for its 2021 annual meeting of shareholders, which was filed with the SEC on March 8, 2021, and other documents filed by Valley with the SEC. Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement/Prospectus and other relevant materials to be filed with the
SEC when they become available. Free copies of this document may be obtained as described in the preceding paragraph.
© 2021 Valley National Bank. Equal Opportunity Lender. All Rights Reserved. For Internal Use Only. Not To Be Distributed Outside The Bank.