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Valley National Bancorp Reaches Deal To Acquire Greater Community For About $167 Mln - Update

By RTTNews Staff Writer   ✉  | Published:  | Google News Follow Us  | Join Us
rttnewslogo20mar2024

Valley National Bancorp (VLY), a provider of commercial and retail banking services, said on Wednesday that it has reached a merger deal with Greater Community Bancorp. (GFLS), under which Greater Community would merge into Valley for about $167 million. Greater Community also said in a separate press release that it has terminated its earlier merger deal with Oritani Financial Corp. (ORIT).

As per the deal, Valley would issue 0.95 shares of its common stock for each outstanding common share of Greater Community. For each ten shares of Greater Community held, Valley would 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.

The company said that the total consideration of $167 million was based on Valley's March 19, 2008 closing price of $19.96. 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.

John Soldoveri, a shareholder of Greater Community who owns nearly 10% of Greater Community's outstanding common stock, has informed Greater Community that he would support the transaction with Valley and has signed an agreement to vote in favor of the merger.

The agreement is expected to close late in the third quarter of 2008, contingent upon receiving regulatory approvals, approval by the Greater Community shareholders and other customary closing conditions.

Valley anticipates that the transaction would 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 would 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%.

Following the transaction, Valley would have a total of 192 branches, nearly $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.

Previously, on November 13, 2007, Oritani Financial said that it would acquire Greater Community for about $187 million in cash and stock. However, Oritani and Greater Community announced mutual termination of the merger deal.

Pursuant to the mutual termination agreement, the parties have agreed to release each other from any claims relating to the proposed merger between Greater Community and Oritani. Greater Community would pay $700 thousand to Oritani under the mutual termination agreement and Oritani has released Greater Community from any obligation to pay a break-up fee in connection with the merger with Valley National Bancorp.

VLY closed Wednesday's regular trading session at $19.96, down 10 cents or 0.50% from its prior closing. GFLS last traded today at $15.25.

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