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Section 1: 425 (8-K)

Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 25, 2019
Valley National Bancorp
(Exact Name of Registrant as Specified in Charter)

New Jersey
 
1-11277
 
22-2477875
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification Number)
1455 Valley Road, Wayne, New Jersey
 
07470
(Address of Principal Executive Offices)
 
(Zip Code)
(973) 305-8800
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

ý
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbols
Name of exchange on which registered
Common Stock, no par value
VLY
The Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series A, no par value
VLYPP
The Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series B, no par value
VLYPO
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨








Item 7.01    Regulation FD Disclosure.

Valley National Bancorp (“Valley”) is furnishing presentation materials used in connection with an investor call held after the announcement of the Merger (as defined below). The presentation materials are included as Exhibit 99.1 to this report pursuant to Item 7.01 of Form 8-K. Valley is not undertaking to update these presentation materials. The information being furnished pursuant to Item 7.01 of this report (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 7.01 of this report will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.1).

Item 8.01    Other Events.

On June 26, 2019, Valley announced its entry into an Agreement and Plan of Merger with Oritani Financial Corp. (“Oritani”), providing for the merger of Oritani with and into Valley, with Valley as the surviving entity, and the merger of Oritani Bank with and into Valley National Bank, with Valley National Bank as the surviving entity (the “Merger”).

Valley and Oritani issued a joint press release in connection with the announcement, which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Additional Information and Where to Find It

This communication 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. 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, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE COMMISSION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THE DOCUMENTS, BECAUSE THEY 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 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.

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 Statements

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; the inability to repay $635 million of higher cost FHLB borrowings in conjunction with the Merger; 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; 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.

Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
99.1

 
The Valley National Bancorp presentation materials disclosed in this Item 9.01 as Exhibit 99.1 shall be considered “furnished” but not “filed” for purposes of the Securities Exchange Act of 1934, as amended.

99.2















SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  June 26, 2019
VALLEY NATIONAL BANCORP
 
 
 
 
By:
/s/ Alan D. Eskow
 
 
Alan D. Eskow
 
 
Senior Executive Vice President
and Chief Financial Officer











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Section 2: EX-99.1 (EXHIBIT 99.1)

exhibit991investorpresen
Exhibit 99.1 Valley to Acquire Oritani Financial June 26, 2019


 
Forward Looking Statements 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; the inability to repay $635 million of higher cost FHLB borrowings in conjunction with the Merger, 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, 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.


 
Compelling, Low-risk Transaction That Bolsters 3 Capital and Accelerates Strategic Initiatives Accelerates achievement of existing strategic initiatives Bolsters capital while preserving earnings per share Increases balance sheet flexibility (liquidity and capital) Low risk, in-market merger with substantial cost synergies Densifies presence in attractive Bergen County


 
4 Acquisition Aligns with Strategic Initiatives Three core principles to enhance shareholder returns over the long-term Growth Efficiency Diversification Capital and liquidity to 100% branch overlap Deeper product support future growth within 3 miles penetration of Oritani’s customers $3.5bn new loans 50%+ cost savings Balance sheet flexibility to $2.9bn new deposits 350bps+ efficiency ratio support further improvement ~76 thousand new deposit diversification accounts (excludes time) Capital injection allows for continued balance sheet optionality and future growth, supporting Valley’s long-term profitability goals (Estimated 8 bps positive impact to ROAA)


 
5 Transaction Overview Deal value: $740 million Consideration: 100% stock Exchange ratio: Fixed exchange ratio of 1.60x Consideration Implied premium: 0.5% & Structure¹ Oritani dividend adjusted (to Valley’s) for all periods subsequent to period ending June, 30, 2019 Pro forma ownership: 82% Valley / 18% Oritani Oritani will receive one board seat as per the terms of the transaction Approvals & Approvals: Customary regulatory and Valley and Oritani shareholders Timing Expected closing: Fourth quarter of 2019 In-market acquisition of well-known franchise Low-risk 100% branch overlap within 3 miles coupled with same core system provider Transaction Comprehensive due diligence completed Excellent asset quality (current and historic) 1 Based on Valley’s closing stock price of $10.18 as of June 25, 2019


 
6 Pricing and Financial Impact Transaction1,2 Price / 2020E EPS 15.3x Pricing Price / 2020E Synergized EPS 9.8x Price / Tangible Book Value Per Share 1.4x Neutral 2020E EPS accretion³ +0.1% Returns IRR 20%+ Neutral Tangible Book Value Per Share Accretion +0.0% 9.2% Projected Common Equity Tier 1 ~50bps accretive Capital at Close 7.3% TCE / TA ~50bps accretive 1 Based on Valley’s closing stock price of $10.18 as of June 25, 2019; 2 Estimated financial impact is presented solely for illustrative purposes using median analyst estimates; 3 Pro forma impacts presented inclusive of anticipated balance sheet restructuring, purchase accounting marks, cost savings, and other adjustments


 
7 Key Transaction Assumptions 50% of Oritani’s core non-interest expenses plus elimination of legacy mutual costs Expense ~$22 million pre-tax, inclusive of ~$5 million in legacy mutual costs such as Savings + annual ESOP & other benefits expense Transaction Expense One-time costs: ~$39 million pre-tax including elimination of legacy mutual costs Revenue synergies: identified, but not modeled Gross credit mark: $28 million (0.79% of gross loans) Purchase Core deposit intangible: 1.6% of Oritani’s core deposits1 amortized over 10 years Accounting Balance sheet marks: $4 million pre-tax Real estate write-up: $5 million pre-tax Balance sheet restructuring: $635 million of Valley’s FHLB to be refinanced for an Other estimated 190bps of ongoing savings Adjustments Estimated Durbin amendment impact on Oritani’s earnings: $200k pre-tax 1 For purposes of CDI, core deposits includes all core deposits less time deposits


 
8 Overview of Oritani Company Overview Financial Highlights as of 3/31/2019 ($mm) Assets $4,075 Ticker: ORIT (Nasdaq) Gross Loans Held For Investment 3,524 Founded: 1911 Deposits 2,899 Completed mutual conversion: 2010 Loan-to-Deposit Ratio 122% Headquarters: Washington Township, NJ Return on Average Assets (annualized) 1.22% Efficiency Ratio 36.4% Total assets: $4.1 billion NPAs / Assets 0.27% Market capitalization: $740 million1 TCE / TA 13.0% Footprint: 26 branches across four NJ counties CET1 14.5% Low Risk, Liquid Balance Sheet Net Charge Off Rate Through the Cycle Residential Cash and mortgage, securities, KRX 7% 11% 1.30% 0.80% Multi-family, CRE, 52% 30% 0.30% Total earning assets: $3.9bn (0.20%) Yield on loans: 4.07% 2007 2009 2011 2013 2015 2017 2019Q12019 Average Duration: 2 years 1 Based on Oritani’s closing stock price of $16.21 as of June 25, 2019


 
9 Densifies Presence in Attractive Bergen County Bergen County Deposit Share ($mm)2 Valley (222) Deposit Total Total Total Oritani (26) Westchester Institution Rank Deposits Market Share Branches Bank of America 1 $8,220 15.2% 35 Passaic TD Bank 2 7,601 14.1% 38 Chase 3 5,904 10.9% 47 Bergen Pro forma Valley / Oritani 4 5,323 9.9% 48 Wells Fargo 4 2,779 5.1% 26 Morris Valley 5 2,702 5.0% 29 Bronx Citi 6 2,644 4.9% 5 Oritani 7 2,621 4.9% 19 ConnectOne 8 2,475 4.6% 7 Essex M&T 9 2,167 4.0% 26 PNC 10 2,069 3.8% 26 Queens Union Kings Bergen County Demographics Bergen county National average $101K Richmond 3.6% 7.9% $63K 2.3% 5.4% Middlesex Branch overlap (# / %)1 1-mile 3-mile 11 / 41% 26 / 100% Median household Unemployment rate 5-year deposit CAGR income Source: SNL Financial; FDIC 2018 Summary of Deposits data; Federal Reserve H.8 data; Note: Branch data as of June 30, 2018 1 % of Oritani branches within 1 and 3-miles of a Valley branch; 2 Deposits capped at $10bn per branch


 
Ability to Expand Valley’s Breadth of Products 10 and Services to Oritani’s Customers Valley Oritani Cash management Retail banking (branch, card, auto, etc.) Wealth management Residential mortgage Insurance SBA lending and small business checking Business checking and savings Commercial banking Asset-based lending Equipment financing Payments solutions Healthcare financial services Commercial lending


 
11 Improves Returns and Bolsters Capital Estimated Efficiency Ratio Estimated Return on Average Assets 350bps+ 8bps improvement improvement Standalone Pro Forma Standalone Pro Forma (Fully synergized)¹ (Fully synergized)¹ Common Equity Tier 1 Ratio TCE / TA Min. Capital 14.5% TCE / TA Requirement 2 not a regulatory 7.0% 13.0% capital metric 9.2% 8.5% 7.3% 6.6% Valley (1Q19) Oritani (1Q19) Pro Forma at Close¹ Valley (1Q19) Oritani (1Q19) Pro Forma at Close¹ 1 Estimated financial impact is presented solely for illustrative purposes; Pro forma impacts presented inclusive of anticipated balance sheet restructuring, purchase accounting marks, cost savings, and other adjustments; Pro forma representative of combination between Valley and Oritani at illustrative fourth quarter 2019 close; 2 Ratio includes capital conversation buffer


 
Compelling, Low-risk Transaction That Bolsters 12 Capital and Accelerates Strategic Initiatives Accelerates achievement of existing strategic initiatives Bolsters capital while preserving earnings per share Increases balance sheet flexibility (liquidity and capital) Low risk, in-market merger with substantial cost synergies Densifies presence in attractive Bergen County


 
13 Appendix


 
14 Pro Forma Impact Financial Summary As of March 31, 2019 Pro Forma1 Total Assets $32,477 $4,075 $38,152 Gross Loans Held for Investment 25,423 3,524 30,105 Balance Sheet ($mm) Deposits 24,907 2,899 28,931 Tangible Common Equity 2,077 531 2,695 TCE / TA 6.6% 13.0% 7.3% Leverage Ratio 7.6% 12.9% 8.2% Common Equity Tier 1 Ratio 8.5% 14.5% 9.2% Capital Ratios Tier 1 Capital Ratio 9.4% 14.5% 10.0% Total Risk-based Capital Ratio 11.4% 15.3% 11.6% CRE Concentration 405% 639% 447% 1 Based on Valley’s closing stock price of $10.18 as of June 25, 2019; Estimated financial impact is presented solely for illustrative purposes using median analyst estimates; Pro forma impacts presented inclusive of anticipated balance sheet restructuring, purchase accounting marks, cost savings, and other adjustments; Pro forma representative of combination between Valley and Oritani at illustrative fourth quarter 2019 close


 
15 Enhances Balance Sheet Flexibility Residential Residential Residential mortgage, C&I, mortgage, mortgage, C&I, 16% 18% 8% 15% 16% CRE, Consumer, 34% Multi- Consumer, Multi- 9% family, 11% family, Construction, 15% 20% 5% Loans Construction, Multi- 6% family, CRE, 58% CRE, 35% 35% Total: $25.4bn Total: $3.5bn Total: $29.0bn Yield on loans: 4.57% Yield on loans: 4.07% Pro forma yield on loans: 4.51% Jumbo time, Jumbo time, Non-interest Jumbo time, 5% 8% 5% Non-interest bearing, 14% Non-interest bearing, 27% bearing, 26% Retail time, Retail time, 24% Retail time, 35% 25% Deposits MMDA & MMDA & MMDA & savings, 44% savings, 45% savings, 45% Total: $24.9bn Total: $2.9bn Total: $27.8bn Cost of total deposits: 1.20% Cost of total deposits: 1.49% Pro forma cost of total deposits: 1.23%


 
16 For More Information . Log onto our website: www.valley.com . Email requests to: [email protected] . Call Rick Kraemer in Investor Relations, at: (973) 686-4817 . Write to: Valley National Bank 1455 Valley Road Wayne, New Jersey 07470 Attn: Rick Kraemer, FSVP – Director, Corporate Finance  Log onto our website above or www.sec.gov to obtain free copies of documents filed by Valley with the SEC


 
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Section 3: EX-99.2 (EXHIBIT 99.2)

Exhibit

398487222_valleylogoa12.jpg

 
398487222_oritanilogoa01.jpg
Exhibit 99.2
          

FOR IMMEDIATE RELEASE
Contacts:
Valley National Bancorp
 
Oritani Financial Corp.
Alan D. Eskow
 
Kevin J. Lynch
Senior Executive Vice President and
 
Chairman, President and
Chief Financial Officer
 
Chief Executive Officer
(973) 305-4003
 
(201) 664-5400
  
VALLEY NATIONAL BANCORP TO ACQUIRE ORITANI FINANCIAL CORP. IN CAPITAL ACCRETIVE TRANSACTION

WAYNE, N.J., and TOWNSHIP of WASHINGTON, N.J. – Wednesday, June 26, 2019 – In a merger of two banks with a similar focus on the densely populated northern New Jersey markets, Valley National Bancorp (“Valley”) (NASDAQ:VLY) announced today that it is doubling its market share in demographically attractive Bergen County and enhancing its presence in Hudson County by acquiring Oritani Financial Corp. (“Oritani”) (NASDAQ: ORIT).

The companies have 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 is valued at an estimated $740 million, based on Valley’s closing stock price on June 25, 2019.

Valley, and its wholly-owned subsidiary, Valley National Bank, has approximately $32.5 billion in assets, $25.4 billion in loans, $24.9 billion in deposits and more than 200 branches in New Jersey, New York, Florida and Alabama.

Oritani, and its wholly-owned subsidiary, Oritani Bank has approximately $4.1 billion in assets, $3.5 billion in loans, $2.9 billion in deposits, and maintains a branch network of 26 offices.

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.

Ira Robbins, Valley's President & CEO commented that, “Oritani’s conservative credit culture, combined with their customer focus should mesh seamlessly with that of Valley and our vision forward.” He also stated, “I want to thank Kevin Lynch and his entire Oritani team for being responsible stewards of the franchise and balance sheet during his tenure. This capital-enriching transaction will enable Valley to continue to focus on improving the growth profile throughout its entire franchise, while providing enhanced products, services and delivery channels to Oritani’s existing customer base. We are excited about this in-market combination and the synergies that it will bring us.”



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Kevin Lynch, Chairman, President & CEO of Oritani said, “We are thrilled about this combination with Valley. The infrastructure that has been assembled at Valley over the past few years will enable our customers to access a substantial product offering while still receiving the local decision making and the exceptional service they have become accustomed to at Oritani.” Mr. Lynch is expected to join the Boards of Directors of Valley and Valley National Bank upon completion of this transaction.

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 Boards of Directors of both companies, after extensive review and due diligence, unanimously approved the transaction. The acquisition is expected to close late in the fourth quarter of 2019, subject to standard regulatory approvals, shareholder approvals from Valley and Oritani, as well as other customary conditions.

In conjunction with the closing of this transaction, Valley is planning on restructuring approximately $635 million of higher cost FHLB borrowings. Valley anticipates the result of the merger, combined with debt restructuring will be immediately neutral to slightly accretive to earnings per share and tangible book value while increasing Tier 1 Common Equity by over 50 basis points.

Combination of Strong Banks with Significant Overlapping Presence
The transaction with Oritani is expected to substantially enhance all capital levels, allowing for a continuation of accelerated growth at Valley and providing an additional buffer for other forms of potential capital returns in the future. While we currently estimate 50% cost-savings, in addition to those related to legacy Oritani benefit plans, there has been no assumption of expense synergies due to branch closures, despite Valley and Oritani having 100% of their respective branches within a 3-mile radius of a competing branch. Valley has a track record of integrating mergers designed to minimize customer disruption, and deliver profitable growth while maintaining strong credit quality and a well-capitalized balance sheet. Selected data for the combined entity, on a pro-forma basis as of March 31, 2019, include:

Approximately $37 billion in assets
Approximately $29 billion in loans
245 branches, including 151 in northern and central New Jersey, 38 in Manhattan, Brooklyn, Queens and Long Island, 41 in Florida, and 15 in Alabama

Transaction Summary
Under the terms of the definitive agreement signed by the companies, each Oritani shareholder will receive 1.60 shares of Valley common stock for each share of Oritani common stock they own. Oritani's normal quarterly cash dividend policy for the period ended June 30, 2019 (typically paid in August) will not be impacted by this transaction. However, any subsequent quarterly dividends declared by Oritani will be limited to the current rate paid by Valley, exchange adjusted to $0.18 per common until the close of the merger.


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The following are selected terms and metrics associated with the transaction based upon current projections, including the proposed refinancing of FHLB borrowings:

Purchase price represents a fixed 1.60x for 1 exchange ratio
Total transaction value of approximately $740 million
Price to 2020 Fully Synergized EPS of 9.8x
Price to tangible book value of 1.4x
Tangible book value accretion of 0.0%
Anticipated to be accretive to earnings in 2020, including FHLB restructuring

J.P. Morgan Securities LLC acted as financial advisor to Valley to provide a fairness opinion to Valley National Bancorp’s Board of Directors. The law firm of Day Pitney LLP acted as counsel to Valley. Oritani was advised by the investment banking firm of Keefe, Bruyette & Woods, a Stifel Company, and the law firm of Luse Gorman, PC.

Investor Conference Call
Executives from Valley and Oritani will host a conference call with investors and the financial community at 9:00 AM Eastern Standard Time, today to discuss this transaction. Those wishing to participate in the call may dial toll-free (866) 354-0432 using passcode 2343569. An audio webcast will be available at https://edge.media-server.com/mmc/p/a8nhvz4s. Investor presentation materials on this transaction will be made available prior to the conference call at www.valley.com.

About Valley
As the principal subsidiary of Valley National Bancorp, Valley National Bank is a regional bank with approximately $32.5 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
This communication 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. In connection with the proposed Merger, Valley intends to file


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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, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE COMMISSION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THE DOCUMENTS, BECAUSE THEY 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. Valley's documents may be accessed and downloaded for free at Valley’s web site at http://www.valley.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 Statements
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-


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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; the inability to repay $635 million of higher cost FHLB borrowings in conjunction with the Merger; 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; 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 and Oritani's Annual Report and Form 10-K for the year ended June 30, 2018. Valley and Oritani assume no obligation for updating any such forward-looking statement at any time.




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