Valley National Bancorp Announces the Completion of its Acquisition of Bank Leumi USA
April 01 2022 - 7:30AM
Valley National Bancorp (NASDAQ: VLY) (“Valley”)
announced that its acquisition of Bank Leumi Le-Israel Corporation
(“Leumi USA”), the U.S. subsidiary of Bank Leumi Le-Israel B.M.
(“BLITA”), and parent company of Bank Leumi USA (“Bank Leumi”) was
completed effective April 1, 2022.
Valley will issue approximately 85 million shares of common
stock and pay $113 million in cash in the transaction. The common
shareholders of Leumi USA will receive 3.8025 shares of Valley
common stock and $5.08 in cash for each Leumi USA common share that
they own.
As of December 31, 2021, Bank Leumi had
approximately $8.3 billion in assets, $5.8 billion of diverse
commercial loans and $7.1 billion of low-cost deposits. The
acquisition supplements Valley’s commercial banking expertise and
provides new business capabilities in the technology banking and
private banking areas. The combined institution will have enhanced
scale and be well-positioned to capture diverse commercial growth
opportunities throughout its markets.
“This transaction further solidifies Valley’s
position as one of the premier full-service commercial banks in the
country,” commented Valley CEO Ira Robbins. “We are incredibly
excited about the new business capabilities and the differentiated
growth opportunities that Bank Leumi will bring to our combined
organization. On behalf of our board of directors and our executive
leadership team, I’d like to welcome Bank Leumi clients and
employees to the Valley family. We look forward to continuing our
journey together.”
In connection with the merger, former Bank Leumi
President and CEO Avner Mendelson has joined the Board of Directors
of Valley in the role of Vice-Chairman and Ronen Agassi, Head of
the Corporate Division of BLITA, has also joined the Board of
Directors of Valley.
About ValleyAs the principal
subsidiary of Valley National Bancorp, Valley National Bank is a
regional bank with approximately $50 billion in assets. Valley is
committed to giving people and businesses the power to succeed.
Valley operates many convenient branch locations and commercial
banking offices across New Jersey, New York, Florida, Alabama,
California, and Illinois, 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.
Forward Looking StatementsThe
foregoing contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Such
statements are not historical facts and include expressions about
management’s confidence and strategies and management’s
expectations about our business, new and existing programs and
products, acquisitions, relationships, opportunities, taxation,
technology, market conditions and economic expectations. These
statements may be identified by such forward-looking terminology as
“should,” “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
materially from those contemplated by such forward-looking
statements include, but are not limited to:
- the inability to realize expected cost savings and synergies
from the Bank Leumi USA acquisition in amounts or in the timeframe
anticipated;
- costs or difficulties relating to Bank Leumi USA integration
matters might be greater than expected;
- the inability to retain customers and qualified employees of
Bank Leumi USA;
- changes in estimates of non-recurring charges related to the
Bank Leumi USA acquisition;
- the continued impact of COVID-19 on the U.S. and
global economies, including business disruptions, reductions in
employment and an increase in business failures, specifically among
our clients;
- the continued impact of COVID-19 on our employees and our
ability to provide services to our customers and respond to their
needs as more cases of COVID-19 may arise in our primary
markets;
- the impact of forbearances or deferrals we are required or
agree to as a result of customer requests and/or government
actions, including, but not limited to our potential inability to
recover fully deferred payments from the borrower or the
collateral;
- the risks related to the discontinuation of the London
Interbank Offered Rate and other reference rates, including
increased expenses and litigation and the effectiveness of hedging
strategies;
- damage verdicts or settlements or restrictions related to
existing or potential class action litigation or individual
litigation arising from claims of violations of laws or
regulations, contractual claims, breach of fiduciary
responsibility, negligence, fraud, environmental laws, patent or
trademark infringement, employment related claims, and other
matters;
- a prolonged downturn in the economy, mainly in New Jersey, New
York, Florida and Alabama, as well as an unexpected decline in
commercial real estate values within our market areas;
- 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;
- the inability to grow customer deposits to keep pace with loan
growth;
- a material change in our allowance for credit losses under CECL
due to forecasted economic conditions and/or unexpected credit
deterioration in our loan and investment portfolios;
- the need to supplement debt or equity capital to maintain or
exceed internal capital thresholds;
- greater than expected technology related costs due to, among
other factors, prolonged or failed implementations, additional
project staffing and obsolescence caused by continuous and rapid
market innovations;
- the loss of or decrease in lower-cost funding sources within
our deposit base, including our inability to achieve deposit
retention targets at our branches;
- cyber-attacks, ransomware attacks, computer viruses or other
malware that may breach the security of our websites or other
systems to obtain unauthorized access to confidential information,
destroy data, disable or degrade service, or sabotage our
systems;
- results of examinations by the Office of the Comptroller of the
Currency (OCC), the Federal Reserve Bank (FRB), the Consumer
Financial Protection Bureau (CFPB) and other regulatory
authorities, including the possibility that any such regulatory
authority may, among other things, require us to increase our
allowance for credit losses, write-down assets, reimburse
customers, change the way we do business, or limit or eliminate
certain other banking activities;
- our inability or determination not to pay dividends at current
levels, or at all, because of inadequate earnings, regulatory
restrictions or limitations, changes in our capital requirements or
a decision to increase capital by retaining more earnings;
- unanticipated loan delinquencies, loss of collateral, decreased
service revenues, and other potential negative effects on our
business caused by severe weather, the COVID-19 pandemic or other
external events; and
- unexpected significant declines in the loan portfolio due to
the lack of economic expansion, increased competition, large
prepayments, changes in regulatory lending guidance or other
factors.
A detailed discussion of factors that could affect our results
is included in our SEC filings, including the “Risk Factors”
section of our Annual Report on Form 10-K for the year ended
December 31, 2021.
We undertake no duty to update any forward-looking statement to
conform the statement to actual results or changes in our
expectations. Although we believe that the expectations reflected
in the forward-looking statements are reasonable, we cannot
guarantee future results, levels of activity, performance or
achievements.
Contact: |
Michael
Hagedorn, SEVP |
|
Chief Financial Officer |
|
973-872-4885 |
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