WAYNE, N.J. and TOTOWA, N.J., March 19 /PRNewswire-FirstCall/ -- Valley
National Bancorp (NYSE: VLY) ("Valley"), the holding company for Valley
National Bank, and Greater Community Bancorp (Nasdaq: GFLS) ("Greater
Community") jointly announced today that they have entered into a merger
agreement by which Greater Community will merge with and into Valley.
Greater Community is the holding company for Greater Community Bank, a
commercial bank with approximately $1.0 billion in assets and 16
full-service branches in the northern New Jersey counties of Bergen,
Passaic and Morris. Pursuant to the merger agreement, Greater Community
Bank will be merged with and into Valley National Bank.
Gerald H. Lipkin, Valley's Chairman, President & CEO noted, "We are
pleased to announce the merger with Greater Community which is consistent
with Valley's strategy of targeted growth, organically or through
acquisition, within its northern and central New Jersey footprint. Greater
Community offers Valley an opportunity to strengthen its position within a
very competitive market, while benefiting both companies' current customers
and shareholders. Furthermore, both institutions have a longstanding
commitment to credit quality, sound loan underwriting standards and no
exposure to subprime loans. With Valley's higher lending limits, this
merger should allow us to expand upon a number of Greater Community's loan
relationships. We anticipate that the combination of our companies will
also strengthen Valley's deposit market share in Bergen, Passaic and Morris
Counties."
"We feel the merger with Valley represents an excellent opportunity for
our customers and shareholders, as well as a cultural fit for our
employees" said Greater Community's Chairman, President and CEO, Anthony M.
Bruno, Jr. Mr. Bruno continued, "Within a short time after close, our
customers will have access to Valley's 176 branch locations, in addition to
our current branches, to conduct their business and have immediate access
to Valley's network of 221 ATMs, free of service charges. Valley's large
presence in and outside of our markets will allow our employees to leverage
these resources with their talents to benefit our customer needs, and
ultimately our shareholders."
John L. Soldoveri, a shareholder of Greater Community who owns
approximately 10% of Greater Community's outstanding common stock, has
informed Greater Community that he will support the transaction with Valley
and has signed an agreement to vote in favor of the merger.
Under the terms of the merger agreement, which has been unanimously
approved by the board of directors of both companies, Valley will issue
0.95 shares of its common stock for each outstanding common share of
Greater Community. In addition, for each ten shares of Greater Community
held, Valley will issue one warrant to buy one share of Valley common stock
at a price equal to $2.00 above Valley's average closing stock price for a
period of time prior to closing, as specified in the merger agreement. Cash
will be paid in lieu of fractional shares and warrants, and holders of
Greater Community stock options will be entitled to a cash payment,
calculated in accordance with the terms of the merger agreement. Based on
Valley's March 19, 2008 closing price of $19.96, the total consideration is
estimated to be $167 million. As a result of the transaction, Valley
expects to record approximately $117 million, net of tax, of intangible
assets, comprised of $11 million of core deposit intangibles, $3.0 of
purchase accounting market value adjustments, $8.5 million of non-recurring
charges and $94.5 million of goodwill.
The pricing multiples are consistent with those of Valley's past
transactions. The estimated price to earnings ratio is 18.0x trailing 12-
month earnings and the price to tangible book value multiple is 265%.
Valley anticipates that the transaction will be accretive to earnings
within the first full year of operations, as Valley intends to realize 30%
or more of non-interest expense cost savings on this "in market" merger.
The impact to Valley's capital ratios will be largely neutral, with
Valley's book value per common share increasing approximately 10% from
$7.92 to $8.70, its tangible book value per common share remaining
relatively flat at $6.21 and the total capital ratio declining from 11.35%
to 11.27%. Upon consummation of the merger, Valley will have a total of 192
branches, approximately $13.8 billion in total assets, $9.3 billion of
loans, $8.8 billion of deposits, goodwill and intangibles of $322 million
and capital of $1.1 billion. See the table below for additional pro forma
data.
Valley anticipates the closing of the merger will occur late in the
third quarter of 2008, contingent upon receiving regulatory approvals,
approval by the Greater Community shareholders and other customary closing
conditions.
MG Advisors, Inc. and Stifel, Nicolaus & Company, Incorporated, served
as financial advisors to Valley in the transaction, and Day Pitney LLP
served as legal counsel. Sandler O'Neill + Partners, L.P. and The Kafafian
Group, Inc. acted as financial advisors to Greater Community and Quarles &
Brady LLP provided legal counsel.
Valley is a regional bank holding company with over $12.7 billion in
assets, headquartered in Wayne, New Jersey. Its principal subsidiary,
Valley National Bank, currently operates 176 branches in 114 communities
serving 13 counties throughout northern and central New Jersey and
Manhattan, Brooklyn and Queens. Valley is one of the largest commercial
banks headquartered in New Jersey and is committed to providing the most
convenient service, the latest in product innovations and an experienced
and knowledgeable staff with a high priority on friendly customer service
24 hours a day, 7 days a week. Valley offers a wide range of deposit
products, mortgage loans and cash management services to consumers and
businesses including products tailored for the medical, insurance and
leasing business. Valley's comprehensive delivery channels enable customers
to bank in person, by telephone or online.
For more information about Valley National Bank and its products and
services, please visit http://www.valleynationalbank.com or call Customer Service
24/7 at 1-800-522-4100.
Greater Community is a financial holding company headquartered in
Totowa, New Jersey. Greater Community operates 16 full-service branches in
the northern New Jersey counties of Bergen, Passaic and Morris through its
state- chartered commercial bank subsidiary Greater Community Bank. Greater
Community Bank provides traditional commercial and retail banking services
to businesses and consumers in New Jersey and, through its subsidiary
Highland Capital Corp., provides equipment leasing and financing. Greater
Community Bancorp also offers traditional insurance products through its
Greater Community Insurance Services, LLC subsidiary, and title insurance
and settlement services through its Greater Community Title LLC subsidiary.
In addition, Greater Community Financial, a division of Greater Community
Bank, provides a wide range of investment products and services exclusively
through Raymond James Financial Services, Inc., member FINRA/SIPC.
(Securities are not FDIC insured or bank guaranteed, and are subject to
risk and may lose value). Insurance policies and tax services are not
insured by the FDIC or any federal government agency, may lose value, and
are not a deposit of or guaranteed by Greater Community Bank or any bank
affiliate.
Selected Consolidated Unaudited Pro Forma Financial Data of Valley and
Greater Community.
The following table shows selected consolidated pro forma financial
data reflecting the merger of Greater Community with Valley, assuming the
companies had been combined at December 31, 2007. The pro forma amounts
reflect certain purchase accounting adjustments, which are based on
estimates that are subject to change depending on fair values as of the
merger completion date. This information also does not necessarily reflect
what the historical financial condition or results of operations of the
combined company would have been had Valley and Greater Community been
combined as of December 31, 2007.
As of December 31, 2007
Greater Combined
Valley Community Pro Forma
($ in thousands) (Unaudited)
BALANCE SHEET ITEMS:
Assets $12,748,959 $975,990 $13,830,555
Loans:
Commercial 1,563,150 126,252 1,689,402
Commercial Mortgage (includes
Construction) 2,773,151 524,448 3,297,599
Residential Mortgage 2,063,242 144,164 2,207,406
Consumer 2,096,678 8,001 2,104,679
Total Loans 8,496,221 802,865 9,299,086
Intangible Assets 204,547 11,574 321,727
Deposits:
Non-interest bearing 1,929,555 166,550 2,096,105
Savings, NOW and money market 3,382,474 360,636 3,743,110
Time 2,778,975 222,286 3,001,261
Total Deposits 8,091,004 749,472 8,840,476
Shareholders' equity 949,060 72,389 1,115,776
CAPITAL RATIOS:
Book Value $7.92 $8.31 $8.70
Tangible Book Value 6.21 6.98 6.19
Tier 1 leverage ratio 7.62% 8.61% 7.06%
Risk-based capital - Tier 1 9.55 10.22 9.28
Risk-based capital - Total Capital 11.35 11.49 11.27
ASSET QUALITY:
Loans past due 90 days or more and
still accruing $8,462 $0 $8,462
Non-accrual loans $30,623 $1,984 $32,607
Other real estate owned 609 0 609
Other repossessed assets 1,466 0 1,466
Total non-performing assets $32,698 $1,984 $34,682
Troubled debt restructured loans $8,363 $37 $8,400
ASSET QUALITY RATIOS:
Non-performing assets to total
loans 0.38% 0.25% 0.37%
Allowance for loan losses to total
loans 0.86 1.39 0.90
Allowance for credit losses to
total loans 0.88 1.39 0.93
Net charge-offs to average loans 0.14 0.05 0.13
Additional Information and Where to Find it
In connection with the proposed merger, Valley intends to file a proxy
statement/prospectus with the Securities and Exchange Commission. INVESTORS
AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS
WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of the registration
statement (when available) and other documents filed by Valley and Greater
Community with the Commission at the Commission's web site at http://www.sec.gov.
Valley's 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 Dianne M. Grenz, First Senior Vice President, Valley National
Bancorp, at 1455 Valley Road, Wayne, New Jersey 07470, telephone (973) 305-
3380, and Greater Community's documents may be accessed and downloaded for
free at http://www.greatercommunity.com/framecorp2.html or by directing a
request to Anthony M. Bruno, Jr., Chairman, President, and CEO, Greater
Community Bancorp, at 55 Union Boulevard, Totowa, New Jersey 07512,
telephone (973)942-1111.
Participants in the Solicitation
This communication is not a solicitation of a proxy from any security
holder of Greater Community. However, Valley, Greater Community, their
respective directors and executive officers and other persons may be deemed
to be participants in the solicitation of proxies from Greater Community's
shareholders 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 2008 Annual Meeting of
Shareholders, which was filed with the Commission on March 6, 2008 and can
be obtained free of charge from Valley's website. Information regarding the
directors and executive officers of Greater Community may be found in its
2007 Annual Report on Form 10-K, which was filed with the Commission on
March 12, 2008 and can be obtained free of charge from Greater Community'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 proxy
statement/prospectus and other relevant materials to be filed with the SEC
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. 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 of
Greater Community with Valley or to satisfy other conditions to the merger
on the proposed terms and within the proposed timeframe; the inability to
realize expected cost savings and synergies from the merger of Greater
Community with Valley in the amounts or in the timeframe anticipated;
changes in the estimate of non-recurring charges; costs or difficulties
relating to integration matters might be greater than expected; material
adverse changes in Valley's or Greater Community's operations or earnings;
the inability to retain Greater Community's customers and employees; or a
decline in the economy in Valley's primary market areas, mainly in New
Jersey and New York.
Valley and Greater Community assume no obligation for updating any such
forward-looking statement at any time.
SOURCE Valley National Bancorp
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Related links:
http://www.valleynationalbank.com
http://www.valleynationalbank.com/filings.html
http://www.prnewswire.com/comp/141340.html /
CONTACT:
Alan D. Eskow, Executive Vice President and
CFO of Valley National Bancorp, +1-973-305-4003; Anthony M.
Bruno, Jr., Chairman, President and CEO of Greater Community
Bancorp, +1-973-942-1111
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