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 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 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
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