Valley National Bancorp (NASDAQ:VLY) (“Valley”)
announced today it has received regulatory approval from the
Federal Reserve Bank of New York and the Office of the Comptroller
of the Currency to complete the previously announced acquisition of
Bank Leumi Le-Israel Corporation, the US subsidiary of Bank Leumi
Le-Israel B.M., and parent company of Bank Leumi USA.
The acquisition remains subject to certain
additional regulatory approvals, including by the New York State
Department of Financial Services and the Bank of Israel, and other
closing conditions, including approval by the shareholders of
Valley.
About ValleyAs the principal
subsidiary of Valley National Bancorp, Valley National Bank is a
regional bank with over $41 billion in assets. Valley is committed
to giving people and businesses the power to succeed. Valley
operates many convenient branch locations 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 Care Center at
800-522-4100.
About Bank Leumi USABank Leumi
Le-Israel Corporation is the U.S.-based holding company for Bank
Leumi USA, a New York state chartered bank offering a full range of
commercial loan and deposit products. Leumi has over 60 years of
experience in the U.S. commercial banking industry and currently
operates commercial offices in New York City, Chicago, Los Angeles,
Palo Alto, and Aventura (FL). To learn more about Leumi, go to
www.leumiusa.com.
Important Information and Where to Find
It
In connection with the proposed acquisition (the
“Transaction”) by Valley National Bancorp (“Valley”) of Bank
Leumi Le-Israel Corporation (“Leumi”) and the issuance of
shares of Valley common stock as consideration in the Transaction,
Valley has filed with the U.S. Securities and Exchange Commission
(the “SEC”) a proxy statement of Valley (the “Proxy Statement”),
and Valley may file with the SEC other relevant documents
concerning the Transaction. The definitive Proxy Statement was
mailed to shareholders of Valley on or about December 3, 2021. This
communication is not a substitute for the Proxy Statement or any
other document that Valley may file with the SEC or send to its
shareholders in connection with the Transaction.
SHAREHOLDERS ARE URGED TO READ THE PROXY
STATEMENT REGARDING THE TRANSACTION CAREFULLY AND IN ITS ENTIRETY
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY VALLEY, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT VALLEY, LEUMI AND THE
TRANSACTION.
Free copies of the Proxy Statement, as well as
other filings containing information about Valley, may be obtained
at the SEC’s website (http://www.sec.gov). You may also obtain
these documents free of charge, from Valley at www.valley.com under
the heading “Investor Relations.” Copies of the Proxy Statement can
also be obtained, free of charge, at Valley’s 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.
Participants in the
Solicitation
Valley, Leumi and certain of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the shareholders of Valley in
respect of the Transaction. Information about Valley’s 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, is contained in the Proxy Statement and
other relevant materials to be filed with the SEC. Free copies of
the proxy statement for the 2021 annual meeting of shareholders may
be obtained as described in the preceding paragraph.
Forward Looking StatementsThe
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 Transaction and the issuance of
shares of Valley common stock as consideration in the 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 “will,” “estimate,” “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. In addition to
factors previously disclosed in Valley’s reports filed with the SEC
and those identified elsewhere in this press release, factors that
may cause actual results to differ from those contemplated by such
forward-looking statements include, but are not limited to, the
following: the possibility that the Transaction does not close when
expected or at all because shareholder, regulatory or other
approvals or other conditions to the closing of the Transaction are
not received or satisfied on a timely basis or at all (and the risk
that such approvals may result in the imposition of conditions that
could adversely affect Valley or the expected benefits of the
Transaction); the inability to realize expected cost savings and
synergies from the Transaction in amounts or in the timeframe
anticipated, including as a result of changes in, or problems
arising from, general economic and market conditions, interest and
exchange rates, monetary policy, laws and regulations and their
enforcement, and the degree of competition in the geographic and
business areas in which Valley and Leumi operate; changes in the
estimates of non-recurring charges; the diversion of
management’s attention and time from ongoing business operations
and opportunities on issues relating to the Transaction; the
possibility that costs or difficulties relating to Leumi
integration matters might be greater than expected, including as a
result of unexpected factors or events; changes in the stock price
of Valley from the date of the acquisition announcement to the
closing date; material adverse changes in Valley’s or Leumi’s
operations or earnings; the inability to retain customers and
qualified employees of Leumi; 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; weakness or a decline in the U.S.
economy, in particular in New Jersey, the New York Metropolitan
area (including Long Island), Florida, California or the Chicago
metropolitan area; an unexpected decline in commercial real estate
values within Valley’s or Leumi’s market areas, reputational risk
and potential adverse reactions of Valley’s or Leumi’s customers,
employees or other business partners, including those resulting
from the announcement or completion of the Transaction; the outcome
of any legal proceedings that have been or may be instituted
against Valley or Leumi; and the impact of the
global COVID-19 pandemic on Valley’s or Leumi’s
businesses, the ability to complete the Transaction or any of the
other foregoing risks. Further information regarding Valley and
factors which could affect the forward-looking statements contained
herein are set forth in Valley’s Annual Report on
Form 10-K for the year ended December 31, 2020, its
Quarterly Reports on Form 10-Q for the three-month
periods ended March 31, 2021, June 30, 2021 and September
30, 2021, and its other filings with the SEC. Valley assumes no
obligation for updating any such forward-looking statement at any
time.
Contact:Michael Hagedorn,
SEVPChief Financial Officer973-872-4885
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