Valley National Bancorp Receives Shareholder Approval in connection with the Acquisition of Bank Leumi USA

Rhea-AI Summary

Valley National Bancorp (NASDAQ:VLY) announced shareholder approval for the issuance of common stock to facilitate the acquisition of Bank Leumi Le-Israel Corporation, the US subsidiary of Bank Leumi. Over 98% of voting shareholders favored this proposal at the Special Meeting. Valley has already received regulatory approvals from the Federal Reserve Bank of New York and the Office of the Comptroller of the Currency, but finalization depends on additional approvals from the New York State Department of Financial Services and the Bank of Israel.

Positive

• Over 98% shareholder approval for stock issuance supports acquisition.
• Receipt of regulatory approvals from Federal Reserve Bank and Office of the Comptroller of the Currency.

Negative

• Remaining regulatory approvals may impose conditions that could adversely affect Valley.
• Potential integration challenges and cost-saving realizations may not meet expectations.

NEW YORK, Jan. 14, 2022 (GLOBE NEWSWIRE) -- Valley National Bancorp (NASDAQ:VLY) (“Valley”) announced today its shareholders approved the issuance of Valley common stock in connection with the previously announced acquisition of Bank Leumi Le-Israel Corporation, the US subsidiary of Bank Leumi Le-Israel B.M., and parent company of Bank Leumi USA. Over 98% of shares voted at the Special Meeting of Shareholders were voted in favor of the share issuance proposal.

Valley had previously announced receipt of regulatory approval from the Federal Reserve Bank of New York and the Office of the Comptroller of the Currency. The acquisition remains subject to certain additional regulatory approvals, including by the New York State Department of Financial Services and the Bank of Israel, as well as other customary closing conditions.

About Valley
As the principal subsidiary of Valley National Bancorp, Valley National Bank is a regional bank with over $41 billion in assets. 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.

About Bank Leumi USA
Bank Leumi Le-Israel Corporation is the U.S.-based holding company for Bank Leumi USA, a New York state chartered bank offering a full range of commercial loan and deposit products. Leumi has over 60 years of experience in the U.S. commercial banking industry and currently operates commercial offices in New York City, Chicago, Los Angeles, Palo Alto, and Aventura (FL). To learn more about Leumi, go to www.leumiusa.com.

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 Transaction and the issuance of shares of Valley common stock as consideration in the Transaction. 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 “will,” “estimate,” “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. In addition to factors previously disclosed in Valley’s reports filed with the SEC and those identified elsewhere in this press release, factors that may cause actual results to differ from those contemplated by such forward-looking statements include, but are not limited to, the following: the possibility that the Transaction does not close when expected or at all because regulatory or other approvals or other conditions to the closing of the Transaction are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect Valley or the expected benefits of the Transaction); the inability to realize expected cost savings and synergies from the Transaction in amounts or in the timeframe anticipated, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Valley and Leumi operate; changes in the estimates of non-recurring charges; the diversion of management’s attention and time from ongoing business operations and opportunities on issues relating to the Transaction; the possibility that costs or difficulties relating to Leumi integration matters might be greater than expected, including as a result of unexpected factors or events; changes in the stock price of Valley from the date of the acquisition announcement to the closing date; material adverse changes in Valley’s or Leumi’s operations or earnings; the inability to retain customers and qualified employees of Leumi; 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; weakness or a decline in the U.S. economy, in particular in New Jersey, the New York Metropolitan area (including Long Island), Florida, California or the Chicago metropolitan area; an unexpected decline in commercial real estate values within Valley’s or Leumi’s market areas, reputational risk and potential adverse reactions of Valley’s or Leumi’s customers, employees or other business partners, including those resulting from the announcement or completion of the Transaction; the outcome of any legal proceedings that have been or may be instituted against Valley or Leumi; and the impact of the global COVID-19 pandemic on Valley’s or Leumi’s businesses, the ability to complete the Transaction or any of the other foregoing risks. Further information regarding Valley and factors which could affect the forward-looking statements contained herein are set forth in Valley’s Annual Report on Form 10-K for the year ended December 31, 2020, its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2021, June 30, 2021 and September 30, 2021, and its other filings with the SEC. Valley assumes no obligation for updating any such forward-looking statement at any time.

Contact:
Michael Hagedorn, SEVP
Chief Financial Officer
973-872-4885

FAQ

What acquisition did Valley National Bancorp announce on January 14, 2022?

Valley National Bancorp announced the acquisition of Bank Leumi Le-Israel Corporation.

What percentage of shareholders approved the acquisition of Bank Leumi?

Over 98% of voting shareholders approved the acquisition.

What regulatory approvals have been received for Valley's acquisition?

Regulatory approvals have been received from the Federal Reserve Bank of New York and the Office of the Comptroller of the Currency.

What are the remaining regulatory approvals needed for the acquisition?

The acquisition requires approvals from the New York State Department of Financial Services and the Bank of Israel.

What risks are associated with the acquisition of Bank Leumi by Valley?

Risks include potential conditions imposed by remaining regulatory approvals and challenges in integration and cost savings.