Valley National Bancorp Announces the Receipt of Required Regulatory Approvals for the Acquisition of the Westchester Bank Holding Corporation

Rhea-AI Summary

Valley National Bancorp (NASDAQ:VLY) has received necessary regulatory approvals for its acquisition of The Westchester Bank Holding Corporation. The merger is set to close on December 1, 2021, pending standard closing conditions. This acquisition, initially approved by Westchester stockholders on October 5, 2021, will enhance Valley's market presence and customer offerings. Valley, with approximately $41 billion in assets, is focused on providing accessible banking services across several states.

Positive

• Acquisition of The Westchester Bank enhances market presence.
• No further regulatory approvals needed for completion.
• Anticipated closing on December 1, 2021, improves strategic positioning.

Negative

• Integration challenges may arise post-acquisition.
• Potential costs or difficulties related to Westchester integration.
• Risk of not realizing expected cost savings and synergies.

NEW YORK, Oct. 27, 2021 (GLOBE NEWSWIRE) -- Valley National Bancorp (NASDAQ:VLY), the holding company for Valley National Bank, (“Valley”) announced that regulatory approvals for the previously announced acquisition of The Westchester Bank Holding Corporation (“Westchester”), and its banking subsidiary The Westchester Bank has been received from the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System and the New York State Department of Financial Services. No further regulatory approvals are required to complete the acquisition and merger of Westchester into Valley. Westchester stockholders had previously approved the merger on October 5, 2021.

The acquisition is anticipated to close on December 1, 2021, pending the satisfaction of customary closing conditions. Upon closing, Valley will provide Westchester customers with comprehensive information relating to the anticipated conversion of their accounts.

About Valley

As the principal subsidiary of Valley National Bancorp, Valley National Bank is a regional bank with approximately $41 billion in assets as of June 30, 2021. 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.

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 our business, new and

existing programs and products, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations, including the potential effects of the COVID-19 pandemic on our businesses and financial results and conditions. 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:

• failure to obtain shareholder or regulatory approval for the acquisition of Bank Leumi USA (Bank Leumi) on the anticipated terms and within the anticipated timeframe;
• the inability to realize expected cost savings and synergies from the Westchester and Bank Leumi acquisitions in amounts or in the timeframe anticipated;
• costs or difficulties relating to Westchester and Bank Leumi integration matters might be greater than expected;
• the inability to retain customers and qualified employees of the Westchester and Bank Leumi;
• changes in estimates of non-recurring charges related to Westchester and Bank Leumi acquisitions;
• 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 under Valley's branch transformation strategy;
• 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, 2020 and our Quarterly Report on Form 10-Q for the three months ended June 30, 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

FAQ

What are the details of Valley National Bancorp's acquisition of Westchester?

Valley National Bancorp has received regulatory approvals for its acquisition of The Westchester Bank Holding Corporation, which is set to close on December 1, 2021.

What is the significance of the acquisition for VLY shareholders?

The acquisition is expected to enhance Valley's market presence and customer base, potentially increasing revenue opportunities for shareholders.

What approvals were necessary for the merger of VLY and Westchester?

Regulatory approvals were obtained from the Office of the Comptroller of the Currency, the Federal Reserve, and the New York State Department of Financial Services.

When was the merger of VLY and Westchester approved by stockholders?

The merger was approved by Westchester stockholders on October 5, 2021.